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Platform Terms and Conditions

1. Background

  • These are the terms and conditions of Maslow Capital, which is a trading name for Maslow Global Partners Limited (Maslow), a limited company registered in England and Wales under company number 13807373 and having its registered office at 15 Golden Square, London, England, W1F 9JG.
    • Maslow has developed a Platform for Introducers and Borrowers which it makes available to Introducers and Borrowers free of charge via the internet for the purpose of allowing Introducers and Borrowers to provide Maslow with the details of potential borrowers (whether natural persons or corporate entities) to enable Maslow to assess whether a loan can be provided.
    • These terms and conditions set out the terms applicable to all users of the Platform and they apply to introducers who have signed an introducer agreement (Introducer Agreement) with Maslow (Introducers) and to borrowers making a direct application to Maslow on their own behalf (Borrowers) who have opted to use the Platform as part of the loan application process (Platform Terms). The terms of any Introducer Agreement shall also apply in conjunction with these Platform Terms.
    • These Platform Terms shall commence on the date at which the Introducer or Borrower signs up to the Platform, and, in the case of Introducers, shall continue in force until the termination of the relevant Introducer Agreement when the Introducer’s ability to access the Platform shall automatically terminate, unless terminated earlier in accordance with clause 14.
    • The Platform Terms provide information on the use of the Platform https://sls.maslow.capital/. To contact us in relation to these, please email it@maslowcapital.com. Maslow’s website terms and conditions (https://maslowcapital.com/terms-conditions/) will also apply to the use of the Platform.

2. Definitions and Interpretations

(2.1) In these Platform Terms, defined terms shall have the meaning given to them as follows:

Affiliate means, with respect to any party, any person or entity which directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or control by such party. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any person or entity, means the power, directly or indirectly, to direct or cause the direction of management or policies of an entity whether through the ownership of securities, by contract, interest or otherwise, and any fund, vehicle or investment portfolio established and controlled by such person or an affiliate thereof or for which such person or an affiliate thereof acts as manager or exercises discretionary control thereover or enjoys economic benefit in respect thereof, in each case from time to time.

Authorised Users means those employees, officers, agents and independent contractors of a Borrower or the Introducer who are authorised by the Borrower or Introducer (respectively) to use the Platform.

Business Days / Business Hours means the period from 9:00 a.m. to 5:00 p.m. on any day except Saturday, Sunday, or any bank holiday in the UK.

Confidential Information means all confidential information (however recorded or preserved) disclosed by a Party or its Representatives to the other Party and that Party’s Representatives in connection with these Platform Terms (or, where applicable, the Introducer Agreement), including but not limited to:

  • any information that would be regarded as confidential by a reasonable business person relating to:
    • the business, assets, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing Party (or of any member of the group of companies to which the disclosing Party belongs); and,
    • the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing Party (or of any member of the group of companies to which the disclosing Party belongs).

Controller, Personal Data and Processing (and its derivatives) shall have the meaning given to them under Data Protection Legislation.

Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including:

  • the UK GDPR;
  • the Data Protection Act 2018 (and regulations made thereunder);
  • the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended;

and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the UK Information Commissioner’s Office or other relevant data protection or supervisory authority and applicable to a Party.

Emergency Maintenance means emergency maintenance of the Software that Maslow requires to perform to ensure the continued operation of Maslow’s software and the Platform.

Force Majeure Event means in relation to any Party any circumstances beyond the reasonable control of that Party and without fault or negligence of the Party affected and which by the exercise of reasonable diligence, the said Party is unable to provide against including, without prejudice to the foregoing generality, acts of God, any government requisition or interference, insurrection, any circumstances arising out of war (declared or not) or acts of terrorism, civil commotion, pandemic, earthquakes or other extraordinary weather conditions, strikes or other industrial action, fire or accident.

Group means, in relation to a company, that company, any subsidiary or holding company of that company and any subsidiary of a holding company of that company.

Group Company means, in relation to a company, any member of its Group;

Intellectual Property Rights means patents, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, 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.

Representatives means, in relation to a Party, its employees, officers, contractors, subcontractors, representatives and advisers.

Platform means the platform further described in clause 1.2, provided by Maslow to Introducers and Borrowers via Maslow’s or any other website notified to Introducers and Borrowers by Maslow from time to time.

Scheduled Maintenance means scheduled maintenance of the Software that Maslow is required to perform upon providing Introducers and Borrowers with reasonable prior notice.

Software means the software applications provided by Maslow as part of the Platform.

UK GDPR means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time).

Virus means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.

(2.2) In these Platform Terms, unless otherwise stated and where the context so admits or requires:

  • References to plural shall include the singular and vice versa and references to a particular gender shall include all genders;
  • The clause headings, the use of bold typeface and the use of underlining are for convenience of reference only and shall not affect the construction or interpretation hereof;
  • References to clauses and sub-clauses are to clauses and sub-clauses of these Platform Terms and any reference to a particular clause includes a reference to all sub-clauses with that particular clause;
  • Any reference to a person shall include natural and juristic persons, firms and other unincorporated bodies, companies and all other legal persons of whatever kind howsoever constituted;
  • Any reference to a Party is to a party to the Platform Terms and any reference to the Parties is a reference to both parties to the Platform Terms;
  • References to a Party include its successors and permitted assignees; and
  • References to statutory provisions include those statutory provisions as amended or re-enacted.

3. Licence

(3.1) The rights provided under this clause 1 are granted to Introducers and Borrowers (as applicable) only and shall not be considered granted to any subsidiary or holding company of Introducers or Borrowers.

(3.2) Maslow hereby grants the Introducer or Borrower (as applicable), a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to use, and to permit the Authorised Users to use, the Platform solely for: the Introducer or Borrower’s business operations subject to Introducers and Borrowers (as applicable) complying with these Platform Terms.

(3.3) Introducers, Borrowers and each Authorised User undertakes that they shall keep a secure password and a Personal Identification Number (PIN) for their use of the Platform and, that such password and PIN shall be changed no less frequently than once every six (6) months and that each Authorised User shall keep their password and PIN confidential.

4. Acceptable Use

(4.1) Introducers, Borrowers and each Authorised User shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Platform that:

  • is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or offensive;
  • facilitates illegal activity;
  • depicts sexually explicit images;
  • promotes violence;
  • is discriminatory based on race, gender, ethnicity, religious belief, sexual orientation or disability;
  • is otherwise illegal or causes damage or injury to any person or property; or
  • violates clause 5.8,

and Maslow reserves the right, without liability or prejudice to its other rights to Introducers and Borrowers, to disable access to any material that breaches the provisions of this clause 4.1.

(4.2) Introducers, Borrowers and each Authorised User shall not:

  • attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform (as applicable) in any form or media or by any means;
  • attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform;
  • access all or any part of the Platform in order to build a product or service which competes with the Platform;
  • use the Platform to provide services to third parties;
  • license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party;
  • attempt to obtain, or assist third parties in obtaining, access to the Platform;
  • introduce or permit the introduction of, any Virus or Vulnerability or any other material that is malicious or technologically harmful into the Platform;
  • attempt to gain unauthorised access to Maslow’s Platform, the server on which Maslow’s Platform is stored or any server, computer or database connected to Maslow’s Platform; or
  • attack Maslow’s Platform via a denial-of-service attack or a distributed denial-of service attack.

(4.3) Introducers and Borrowers shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, shall promptly notify Maslow.

5. Content Standards

(5.1) Whenever an Introducer, Borrower or Authorised User makes use of a feature that allows them to upload content to the Platform (User Generated Content), or to make contact with other users of the Platform, Introducers and Borrowers warrant that any such contribution does comply with this clause 5, and Introducers and Borrowers will be liable to Maslow and indemnify Maslow for any breach by it or by an Authorised User of that warranty. This means Introducer and Borrowers will be responsible for any loss or damage Maslow suffer as a result of the Introducer’s, Borrower’s or an Authorised User’s, breach of warranty.

(5.2) Any User Generated Content the Introducer or Borrower uploads to the Platform will be considered non-confidential and non-proprietary. Introducers and Borrowers retain all ownership rights in User Generated Content that is not owned by a third party, but Introducers and Borrowers are required to grant Maslow and other users of the Platform a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, prepare derivative works of, display, and perform that User Generated Content in connection with the Platform provided including to promote the Platform.

(5.3) Maslow also has the right to disclose an Introducer or Borrower’s identity to any third party claiming that any User Generated Content posted or uploaded by such Introducer or Borrower to the Platform constitutes a violation of the third party’s intellectual property rights or of the third party’s right to privacy.

(5.4) Maslow has the right to remove any User Generated Content Introducers or Borrowers make on the Platform if, in Maslow’s opinion, the Introducer or Borrower’s User Generated Content does not comply with these Platform Terms.

(5.5) Introducers and Borrowers are solely responsible for securing and backing up User Generated Content.

(5.6) Introducers and Borrowers must not upload any material that could incite a terrorist offence, solicit any person to participate in terrorist activities, provide instruction on any method or technique for committing a terrorist offence or threaten to commit a terrorist offence.

(5.7) Any User Generated Content must:

  • be accurate (where it states facts);
  • be genuinely held (where it states opinions); and,
  • comply with the law applicable in England and Wales and in any country from which it is posted.

(5.8) Any User Generated Content must not:

  • be defamatory of any person;
  • be obscene, offensive, hateful or inflammatory;
  • bully, insult, intimidate or humiliate;
  • promote sexually explicit material;
  • include child sexual abuse material;
  • promote violence;
  • promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
  • infringe any copyright, database right or trade mark of any other person;
  • be likely to deceive any person;
  • breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
  • promote any illegal content or activity;
  • be in contempt of court;
  • be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
  • be likely to harass, upset, embarrass, alarm or annoy any other person;
  • impersonate any person or misrepresent Introducer’s or Borrower’s identity or affiliation with any person;
  • give the impression that the contribution emanates from Maslow, if this is not the case;
  • advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse; and/or
  • contain a statement which the Introducer or Borrower knows or believes, or has reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.

6. Platform

  • Maslow shall, provide the Platform to Introducers and Borrowers on and subject to these Platform Terms.
  • Maslow shall use commercially reasonable endeavours to make the Platform available to the Introducers and Borrowers 24 hours a day, seven days a week, however, the Platform may be unavailable for or interrupted during any Scheduled Maintenance or Emergency Maintenance.

7. Data Protection

(7.1) The Parties acknowledge and agree that Maslow shall act as a Controller of any Personal Data. Maslow shall ensure that any Processing that it performs will be consistent with its obligations under these Platform Terms and at all times in full compliance with the relevant Data Protection Legislation.

(7.2) Where an Introducer provides Maslow with Personal Data via the Platform on behalf of someone else, the Introducer warrants that the other person has appointed the Introducer to act on their behalf for the purpose of obtaining a loan.

(7.3) In addition to the warranty set out in clause 7.2, the Introducer warrants and undertakes that it will provide the individual on whose behalf it is acting on the Platform with a copy of Maslow’s Privacy Notice which can be accessed from https://maslowcapital.com/privacy-policy/.

8. Maslow’s Obligations

(8.1) Maslow undertakes that the Platform will be provided to Introducers and Borrowers with reasonable skill and care.

(8.2) Subject to clause 8.3, in the event of any breach of the undertaking in clause 8.1, Maslow will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance. Such correction or substitution constitutes any Introducer’s and Borrower’s sole and exclusive remedy for any breach of the undertaking in clause 8.1.

(8.3) The undertaking at clause 8.1 and the remedies in clause 8.2 shall not apply to the extent that any non-conformance of the Platform is caused by use of the Platform contrary to Maslow’s instructions, or modification or alteration of the Platform by any party other than Maslow.

(8.4) Maslow:

  • does not warrant that:
    • any Introducer’s and Borrower’s use of the Platform will be uninterrupted or error-free; or
    • the Platform will be free from Vulnerabilities or Viruses; or
    • the Platform will comply with any security measures or requirements except as set out in these Platform Terms.
  • is not responsible for any delays, delivery failures or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Introducers and Borrowers acknowledge that the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

(8.5) Nothing in these Platform Terms shall prevent Maslow from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and / or services which are similar to those provided under these Platform Terms.

(8.6) Maslow warrants that it has and will maintain all necessary licences, consents and permissions necessary for the performance of its obligations under these Platform Terms.

9. Introducer and Borrower’s Obligations

(9.1) Introducers and Borrowers shall:

  • provide Maslow with:
    • all necessary co-operation in relation to these Platform Terms; and,
    • all necessary access to such information as may be required by Maslow;

in order to provide the Platform;

  • without affecting its other obligations under these Platform Terms, comply with all applicable laws and regulations with respect to its activities under these Platform Terms;
  • carry out all other responsibilities set out in these Platform Terms in a timely and efficient manner; and
  • obtain and maintain all necessary licences, consents and permissions (to the extent necessary or required) for Maslow, its contractors and agents to perform their obligations under these Platform Terms, including without limitation the Platform.
  • (9.2) In addition, Introducers and Borrowers shall ensure that the Authorised Users use the Platform in accordance with these Platform Terms and shall be responsible for any Authorised User’s breach of them.

10. Intellectual Property Rights

    • (10.1) Introducers and Borrowers acknowledge and agree that Maslow and / or its third-party licensors own all Intellectual Property Rights in the Platform. Except as expressly stated herein, these Platform Terms do not grant Introducers or Borrowers any rights to, under or in, any Intellectual Property Rights, or any other rights or licences in respect of the Platform.

11. Confidentiality

(11.1) The provisions of this clause shall not apply to any Confidential Information that:

  • is or becomes generally available to the public (other than as a result of its disclosure by the receiving Party or its Representatives in breach of this clause);
  • was available to the receiving Party on a non-confidential basis before disclosure by the disclosing Party;
  • was, is or becomes available to the receiving Party on a non-confidential basis from a person who, to the receiving Party’s knowledge, is not bound by a confidentiality agreement with the disclosing Party or otherwise prohibited from disclosing the information to the receiving Party;
  • the Parties agree in writing is not confidential or may be disclosed; or
  • is developed by or for the receiving Party independently of the information disclosed by the disclosing Party.

(11.2) Each Party shall keep the other Party’s Confidential Information secret and confidential and shall not:

  • use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with these Platform Terms (Permitted Purpose); or,
  • disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 11.

(11.3) A Party may disclose the other Party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

  • it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and,
  • at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this clause 11.

(11.4) Maslow may disclose the Introducer’s or Borrower’s Confidential Information to its Affiliates and funding partners provided that, at all times, it is responsible for their compliance with the confidentiality obligations set out in this clause 11.

(11.5) A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.5, it takes into account the reasonable requests of the other Party in relation to the content of such disclosure.

(11.6) Each Party reserves all rights in its Confidential Information. No rights or obligations in respect of a Party’s Confidential Information other than those expressly stated in this clause are granted to the other Party, or to be implied from these Platform Terms.

(11.7) On termination or expiry of these Platform Terms, each Party shall:

  • destroy or return to the other Party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other Party’s Confidential Information;
  • erase all the other Party’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and,
  • certify in writing to the other Party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other Party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient Party.

(11.8) Except as expressly stated in these Platform Terms, no Party makes any express or implied warranty or representation concerning its Confidential Information.

(11.9) The above provisions of this clause 11 shall survive for a period of five (5) years from termination or expiry of these Platform Terms.

12. Indemnity

(12.1) Introducers and Borrowers shall defend, indemnify and hold harmless Maslow against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with their use of the Platform.

13. Limitation of Liability

(13.1) Except as expressly and specifically provided in these Platform Terms:

  • Introducers and Borrowers assume sole responsibility for results obtained from the use of and reliance on the Platform, and for conclusions drawn from such use. Maslow shall have no liability for any loss or damage caused by errors or omissions in any information or determinations provided to Introducers and Borrowers by Maslow in connection with the Platform;
  • the Platform is provided on an “as is” basis for general information only. The information is not intended to amount to advice on which Introducers or Borrowers should rely and Maslow shall have no liability for any losses, damages, expenses and costs Introducers and Borrowers incur from their reliance on the Platform; and
  • all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Platform Terms.

(13.2) Nothing in these Platform Terms excludes the liability of Maslow:

  • for death or personal injury caused by Maslow’s negligence; or,
  • for fraud or fraudulent misrepresentation.

(13.3) Maslow shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss, liability, claim, expense or damage (including but not limited to any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses) however arising under these Platform Terms.

(13.4) Nothing in these Platform Terms excludes the liability of Introducers or Borrowers for any breach, infringement or misappropriation of Maslow’s Intellectual Property Rights.

14. Term and Termination

(14.1) These Platform Terms, shall, unless otherwise terminated as provided in this clause 14, commence on the date at which the Introducer or Borrower signs up to the Platform and shall continue, thereafter, until terminated by either Party in accordance with the provision of these Platform Terms.

(14.2) Without affecting any other right or remedy available to it, Maslow may terminate these Platform Terms with immediate effect by giving thirty (30) days written notice to the Introducer or Borrower.

(14.3) Without affecting any other right or remedy available to it, either Party may terminate these Platform Terms with immediate effect by giving written notice to the other Party if (to the extent applicable):

  • the other Party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
  • the other Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or,
  • the other Party’s financial position deteriorates to such an extent that in the terminating party’s reasonable opinion the other party’s capability to adequately fulfil its obligations under these Platform Terms has been placed in jeopardy.

(14.4) On termination of these Platform Terms for any reason:

  • all licences granted under these Platform Terms shall immediately terminate and the Introducer, Borrower or Authorised Users (as applicable) shall immediately cease all use of the Platform;
  • any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Platform Terms which existed at or before the date of termination shall not be affected or prejudiced.

15. General

(15.1) Force Majeure

If a Force Majeure Event occurs in relation to either Party that affects or may affect the performance of any of its obligations under these Platform Terms, it shall immediately notify the other party as to the nature and extent of the Force Majeure Event.  Provided that the affected Party notifies the other Party, the affected Party shall not be in breach of these Platform Terms nor be liable for delay in performing, or failure to perform, any of its obligations under these Platform Terms if such delay or failure result from events, circumstances or causes beyond its reasonable control.

(15.2) Rights and Remedies

Except as expressly provided in these Platform Terms, the rights and remedies provided under these Platform Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

(15.3) Assignment and other Dealings

  • Introducers, Borrowers and Authorised Users shall not have any rights to assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of their rights and obligations under these Platform Terms.
  • Maslow may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under these Platform Terms.

(15.4) Entire Agreement

  • These Platform Terms (and where applicable, the Introducer Agreement) constitute the entire agreement between the Parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
  • Each Party acknowledges that in entering into these Platform Terms it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Platform Terms.
  • Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Platform Terms.

(15.5) Relationship between the Parties

Nothing in these Platform Terms is intended to or shall operate to create a partnership between the Parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

(15.6) Variation

Maslow reserves the right, at any time, to vary the Platform Terms. The Platform Terms will be deemed to have been varied when Maslow has posted these on the Platform.

(15.7) Waiver

  • A waiver of any right or remedy under these Platform Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
  • A failure or delay by a party to exercise any right or remedy provided under these Platform Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Platform Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.

(15.8) Severance

If any provision or part-provision of these Platform Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 15.8 shall not affect the validity and enforceability of the rest of these Platform Terms.

(15.9) Notices

  • Any notices to be given under these Platform Terms shall be made in writing and delivered personally, or by prepaid recorded delivery, or by registered post, or by commercial courier to the representative(s) of the other Party to the address set out for such Party in the Platform.
  • Any notice shall be deemed to have been duly received:
    • if delivered personally, when left at the applicable address; or,
    • if sent by recorded delivery, registered post or commercial courier, at the time of signing for the delivery.
  • This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

(15.10) Third Party Rights

These Platform Terms do not give rise to any rights under the Contract (Rights of Third Parties) Act 1999 for any third party to enforce or otherwise invoke any term of these Platform Terms with the exception of any Maslow Affiliates or Maslow Group Companies who shall be entitled to invoke any term of these Platform Terms in accordance with the Contracts (Rights of Third Parties) Act 1999.

(15.11) Governing Law and Jurisdiction

The Platform Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by the laws of England and Wales. The Parties agree that the courts of England shall have exclusive jurisdiction.