Provider terms and conditions

1. Definitions and interpretation
In these Terms the following definitions apply:

Agreement
the PonchoPay Provider Agreement comprising the Contract Form, and these Provider Terms and Conditions;
Business Day
a day other than a Saturday, Sunday or bank or public holiday in England;
Childcare Vouchers
childcare vouchers paid to the Customer by their employer under a childcare voucher scheme;
Customer
a customer who orders a Service from the Provider;
Data  Protection Legislation
all privacy and data protection laws applicable in the United Kingdom from time to time including the version of the General Data Protection Regulation ((EU) 2016/679  transposed into UK law pursuant to the European Union (Withdrawal) Act 2018 (“UK GDPR”); the Data Protection Act2018; the Privacy and Electronic Communications (EC Directive) Regulations 2003(as amended); and any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
Initial Term
the initial term set out in the Contract Form;
Intellectual  Property Rights
patents, trade marks, service marks, design rights (whether registrableor otherwise), applications for any of those rights, copyright (including allrights in software and any database rights), know-how, confidential information, trade or business names and any similar rights or obligations whether registrable or not in any country;
Payment Initiation
has the meaning given to it in clause 4.2
Permitted Purposes
means: in respect of the Provider, enabling Customers to book and pay for Services through PonchoPay, and providing Services to Customers;  in respect of Poncho, enabling Customers to book and pay for Services through PonchoPay; and  in respect of both parties, any other use of a Customer’s personal data required to achieve the purposes of  the Agreement;
PonchoPay
our payments service, as further described and defined in the Contract Form;
PonchoPay Customer Terms
the terms and conditions applicable to a Customer’s use of PonchoPay,which can be found here;
Provider
Provider of childcare services or children's activities
Provider  Dashboard
the Provider’s dashboard on PonchoPay, containing the status of each payment initiated by a Customer through PonchoPay;
Renewal  Period
shall have the meaning given to it in clause 19.1;
Service
means the Provider’s childcare services, after school and holiday clubs, tuition or other services for children, that qualify for payment with Childcare Vouchers or Tax-Free Childcare Funds;
Start Date
the date provider starts the contract;
Tax-Free Childcare Funds
funds in the Customer’s account with the government-backed Tax-FreeChildcare Scheme;
Term
the Initial Term together with any Renewal Periods;
Transaction
a transaction  between the Provider and Customer for a Service, for which the Customer  wishes to pay with Childcare Vouchers or Tax-Free Childcare Funds;
URL Link
a URL link to a PonchoPay payment form for a specific Transaction.

1.2 In the Agreement, unless the context requires otherwise:
1.2.1 the expressions controller, process, personal data, and appropriate technical and organisational measures shall be as defined in Data Protection Legislation.
1.2.2 any clause, schedule or other headings in the Agreement is included for convenience only and shall have no effect on the interpretation of the Agreement;
1.2.3 a reference to a “party” includes that party’s personal representatives, successors and permitted assigns;
1.2.4 a reference to a “person” includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
1.2.5 a reference to a “company” includes any company, corporation or other body corporate, wherever and however incorporated or established;
1.2.6 a reference to a gender includes each other gender, and words in the singular include the plural and vice versa;
1.2.7 any words that follow “include”, “includes”, “including”, “in particular” or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.2.8 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time; and
1.2.9 a reference to legislation includes all subordinate legislation made from time to time under that legislation.

2. Access to PonchoPay
2.1 Poncho grants to Provider a non-exclusive, non-transferable licence during the Term to use PonchoPay to arrange payment for Services, on and subject to the terms and conditions of the Agreement.
2.2 Save in respect of the facilitation of the Customer’s payment for the Service, Poncho is not involved in, and bears no responsibility for, the Transaction between Provider and Customer and does not act as an agent for Provider.  As such, the Transaction is a contract solely between Provider and Customer.
2.3 Before granting access to PonchoPay to Provider’s Customers, Poncho or its service providers may conduct appropriate identity verification or background checks on Provider, as it considers necessary or as required by applicable law.
2.4 Provider authorises Poncho to act as their limited representative solely to arrange payment for a Service from a Customer.  
2.5 Provider represents and warrants that:
2.5.1 it is entering into the Agreement for the purposes of its trade, business or profession
2.5.2 it is an approved or registered childcare provider;
2.5.3 its Services are eligible to be paid for with Childcare Vouchers and Tax-Free Childcare Funds, if this option is chosen;
2.5.4 if Provider is a natural person, they are 18 years or older; and
2.5.5 The voucher information used for making transfers, is correct and complies with ofsted, voucher provider and tax free childcare regulations, as applicable. PonchoPay will not be held responsible for the correctness of the information provided.

3. Prices
3.1 Services offered by Provider shall be at a fixed price and in GBP.  All VAT and any other taxes associated with the fixed price sale of the Services will be paid by the Customer and it is Provider’s responsibility to determine, collect and remit the applicable VAT and any other taxes associated with the sale.
3.2 The price for the Services under a Transaction shall be the amount agreed between Provider and Customer.  The Provider (or, if the Provider has not pre-filled the relevant field, the Customer) shall be responsible for adding the correct price of the Transaction to PonchoPay and Provider shall not be responsible for any errors in the price caused by a failure on the part of the Provider to either provide the correct price or verify that the price included by the Customer is correct.
3.3 Poncho shall not be responsible for any errors in pricing made by the Provider or Customer and reserves the right to refuse orders placed with erroneous information.

4. Payment through PonchoPay
4.1 When a Customer places an order for the Services, Provider shall promptly send a URL Link for such Transaction to the Customer by email.
4.2 A Customer can use the URL Link sent by the Provider to initiate a payment for a Transaction with the Customer’s credit or debit card, Childcare Vouchers or Tax-Free Childcare Funds through PonchoPay (“Payment Initiation”).  
4.3 In respect of a Payment Initiation using Childcare Vouchers or Tax-Free Childcare Funds:
4.3.1  Poncho will request the Customer provides their credit or debit card details to Payment Provider as part of the Customer’s Payment Initiation, but no payment will be taken at this stage;
4.3.2 Poncho will only instruct the Payment Provider to use such details to take payment for the Service under the Transaction to the extent that it is not covered by confirmed payment with the Customer’s Childcare Vouchers or Tax-Free Childcare Funds within 14 days of the Payment Initiation; and
4.3.3 Provider acknowledges and agrees that Customer (and not Poncho) is solely responsible for the transfer of Childcare Vouchers and Tax-Free Childcare Funds to the Provider notwithstanding such Payment Initiation.
4.4 Provider acknowledges and agrees that:
4.4.1 Poncho uses Stripe, a third party payments provider, (“Payment Provider”) to process payments made through PonchoPay;
4.4.2 the Payment Provider’s service is provided on and subject to the Payment Provider’s terms and conditions at https://stripe.com/en-gb/legal/ssa and the Provider confirms its agreement to such terms and conditions; and
4.4.3 Provider is required to link its bank account to Poncho’s account with such Payment Provider in order to receive payments made by Customers through PonchoPay.
4.5 Payments collected by Poncho (through the Payment Provider) from Customers for Services will be transferred to Provider within 3-5 days of receipt, less any: (i) Commission payable to Poncho under this Agreement, (ii) transaction fees payable to our payments processor (currently, Stripe) and (iii) refunds made to Customers, as applicable.
4.6 Any amount that Poncho owes to Provider under this Agreement, whether now or at any time in the future, whether it is liquidated or not and whether it is actual or contingent, may be set off from any amount due to Poncho from Provider under this Agreement.
4.7 Poncho will (through the Payment Provider) process refunds in respect of a Transaction in accordance with Provider’s written instructions.

5. Provider Dashboard
5.1 Poncho will grant the Provider access to a Provider Dashboard during the Term.
5.2 The Provider Dashboard will be updated:
5.2.1 when a Customer enters their email using the URL Link;
5.2.2 when a Customer’s booking is confirmed, which will be when the Customer has submitted its instruction to its Childcare Voucher provider or from its Tax-Free Childcare Funds account, as applicable, to pay for the Service, but before PonchoPay has received the funds;
5.2.3 if Provider has provided us with their login details for their accounts with Childcare Voucher providers, when such account is credited with Childcare Vouchers from a Customer;
5.2.4 when a Customer is sent a reminder to submit the instruction referred to in clause 5.2.2, or a reminder that the Transaction will be paid for with the Customer’s credit or debit card if payment is not received from its Childcare Voucher provider or from its Tax-Free Childcare Funds account within 14 days; and
5.2.5 when a Customer informs Poncho that payment for the Service is complete.
5.3 Provider is responsible for maintaining the confidentiality of its account details, including any user identification codes, passwords or any other piece of information that forms part of Poncho’s security procedures. 5.4 Provider is responsible for all activity under your account on PonchoPay even if someone else uses it. Provider authorises Poncho to act on instructions received under its account and Poncho will not be liable for any loss that Provider might suffer through following such instructions whether by Provider or another person.
5.5 Poncho has the right to disable any user ID or password, whether chosen by Provider or allocated by Poncho, at any time, if in its reasonable opinion Provider has failed to comply with any of the provisions of the Agreement.

6. Communications with Customers
6.1 Subject to clause 6.2, Provider shall be responsible for:
6.1.1 all communications to Customers regarding the Service and when the Customer’s booking of the Service is confirmed; and
6.1.2 ensuring its terms and conditions with Customers do not conflict with any of the provisions of this Agreement or the PonchoPay Customer Terms.
6.2 Poncho shall be responsible for sending email and SMS communications to the Customer regarding:
6.2.1 their payment of the Transaction (and reminders relating to the same) but only after a Payment Initiation has been submitted by the Customer; and
6.2.2 assistance with completing the payment of a Transaction with Childcare Vouchers or Tax-Free Childcare Funds.

7. Commission
7.1 After the Initial term, Poncho shall be entitled to retain a commission on each sale of a Provider Deal to a Customer (“Commission”), such Commission being the amount set out on the Front Sheet to these Terms.
7.2 The Commission is exclusive of VAT which where applicable Provider shall pay to Poncho in addition.
7.3 Time of payment is of the essence. Where sums due under the Agreement are not paid in full by the due date:
7.3.1 Poncho may, without limiting its other rights, charge interest on such sums at 4% a year above the base rate of the Bank of England from time to time in force;
7.3.2 interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment; and
7.3.3 Poncho may suspend the Listing until payment in full has been made.

8. Reservation of rights
8.1 Poncho reserves all rights available to it, if it considers it appropriate, to immediately and without notice to Provider:
8.1.1 halt any transactions via PonchoPay; or
8.1.2 prevent or restrict access to PonchoPay.

9. Data Protection
9.1 Poncho’s Privacy Policy [https://poncho.care/footer-detail-privacy-policy] will apply to the use of PonchoPay by Provider or, if the Provider is a company or other legal entity rather than an individual, their employees or representatives who use PonchoPay on their behalf. The Privacy Policy sets out the terms on which Poncho processes any personal data we collect from Provider, or that Provider provides to us. By using PonchoPay, Provider acknowledges the contents of the Privacy Policy and assures Poncho that all data provided by Provider is accurate.
9.2 Each party shall perform its obligations under the Agreement in accordance with Data Protection Legislation.
9.3 The parties acknowledge that each party will share personal data relating to Customers pursuant to the Agreement (“Shared Personal Data”).
9.4 Each party shall act as an independent data controller in respect of the Shared Personal Data and shall:
9.4.1 ensure that it has all necessary notices and consents in place to enable it to lawfully process the Shared Personal Data for the Permitted Purposes under the Agreement;
9.4.2 only process the Shared Personal Data received from the other party for the Permitted Purposes; and
9.4.3 ensure that it has in place appropriate technical and organisational measures to protect against accidental loss or destruction of, or damage to, the Shared Personal Data.
9.5 Each party shall assist the other in complying with applicable requirements of Data Protection Legislation. In particular, each party shall:
9.5.1 notify the other party immediately in the event of a personal data breach relating to the Shared Personal Data and provide the other party with such reasonable assistance as it may require in order to notify the personal data breach to a data protection supervisory authority;
9.5.2 notify the other party without undue delay on becoming aware of any other breach of Data Protection Legislation; and
9.5.3 at the written direction of the disclosing party, either delete or return the Shared Personal Data and copies thereof to the disclosing party on termination of the Agreement unless required by law to continue to store the Shared Personal Data.

10. Maintenance of PonchoPay
10.1 Poncho reserves the right to carry out maintenance and updates to PonchoPay. Poncho will endeavour to carry out all maintenance work outside of standard working hours (9am-5pm GMT) on Business Days with as little disruption as possible to Provider and Provider Customers.  However, Poncho reserves the right to suspend or interrupt PonchoPay for emergency maintenance or repairs.

11. Intellectual property
11.1 All Intellectual Property Rights in and to PonchoPay including in Poncho’s name, logo, and brand shall be and remain vested in Poncho (or its licensors).
11.2 Poncho may use any feedback and suggestions for improvement relating to Poncho’s services provided by the Provider without charge or limitation (“Feedback”).
11.3 Provider hereby assigns (or shall procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future intellectual property rights) to Poncho at the time such Feedback is first provided to Poncho.
11.4 Provider hereby waives (and shall ensure all relevant third parties have waived) all rights to be identified as the author of any Feedback, to object to derogatory treatment of that Feedback and all other moral rights in the Feedback.

12. Confidentiality
12.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or Providers of the other party, except as permitted by this clause.
12.2 Each party may disclose the other party's confidential information:
12.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this Agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause; and
12.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 No party shall use the other party's confidential information for any purpose other than to perform its obligations or exercise its rights under this Agreement.
12.4 The provisions of this clause shall not apply to any 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).
12.5 Poncho may disclose or publish that Provider is a Poncho Partner and listed on PonchoPay.   In addition, Poncho may, with Provider’s prior written consent, create case studies of the collaboration between Poncho and Provider.

13. Compliance with law
13.1 Provider may use PonchoPay only for lawful purposes. Provider must not use PonchoPay in any way that breaches any applicable local, national or international law or regulation, or in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.
13.2 Provider must not use or attempt to use any automated program (including, without limitation, any spider or other web crawler) to access Poncho’s system or PonchoPay. You must not use any scraping technology on PonchoPay.
13.3 The Provider shall be solely responsible for compliance with all laws applicable to it in connection with the exercise of its rights and performance of its obligations under the Agreement (including compliance with Data Protection Legislation when sharing Customer information with Poncho or sending any marketing or other notifications about PonchoPay to its customers) and shall further be solely responsible for compliance with all published policies, guidelines or industry codes of practice applicable to it but not having the force of law.  
13.4 Poncho shall be solely responsible for compliance with all laws applicable to it and its subcontractors and shall further be solely responsible for compliance with all published policies, guidelines or industry codes of practice applicable to it but not having the force of law.

14. Provider responsible for all Services
14.1 Provider shall be solely responsible for all aspects of the provision, operation and running of Services including:
14.1.1 operating all activities and events in a safe and fun learning environment and for ensuring their appropriateness and safety for children;
14.1.2 performing all relevant, necessary or desirable checks (DBS checks, reference checks) on staff, trainers, teachers and helpers;
14.1.3 complying with all health and safety laws and regulations applicable to the physical or virtual venue of the activity or event and in respect of all equipment to be used; and
14.1.4 having relevant first aid kits and imparting essential first aid training to all staff, trainers, teachers and helpers.
14.2 Provider shall have in place appropriate insurance covering the operation and running of Services.
14.3 Provider shall adhere to any special requirements needed by a Customer such as dietary restrictions or SEND requirements as may be communicated to Provider via the Customer or Poncho.
14.4 Provider shall forthwith upon request make available to Poncho all records, documents and other information necessary to verify Provider’s compliance with the obligations set out in this clause 14. Provider shall allow Poncho or its authorised representative on reasonable notice during normal business hours to have access to Poncho’s premises in order to inspect, audit and take copies of relevant records, documents and other information as necessary to verify Provider's compliance with this Agreement.

15. Indemnity
15.1 Provider agrees that it will compensate Poncho (and Poncho’ employees, officers, agents and Providers) in full for any damages, losses, costs and expenses, including reasonable legal fees Poncho incur that arise out of any breach by Provider of these Terms (including as a result of any material that Provider posts to PonchoPay or any actions Provider take which disrupt access to and/or the functioning of PonchoPay).

16. Disclaimer
16.1 While Poncho shall use commercially reasonable endeavours to make PonchoPay available 24 hours a day, seven days a week and to correct any errors in PonchoPay, Poncho does not warrant: (a) that the operation or use of PonchoPay will be error-free or uninterrupted or that any defect will be corrected; or (b) that PonchoPay or any information or results obtained by Provider or Provider Customers through the use of PonchoPay will meet Provider's (or any Provider Customer’s) requirements.
16.2 Save as expressly set out in this Agreement, to the maximum extent permitted by law, Poncho disclaims any and all representations, conditions and warranties whether express or implied by statute or common law or otherwise that PonchoPay is or will be of satisfactory quality, fit for a particular purpose, provided with reasonable care and skill or non-infringing.

17. Limitation of liability
17.1 Nothing in this Agreement shall be deemed to limit or exclude the liability of Poncho for:
17.1.1 death or personal injury caused by its negligence;
17.1.2 fraud or fraudulent misrepresentation; or
17.1.3 any other liability that cannot by law be limited or excluded.
17.2 Subject to clause 17.1, Poncho shall not in any event be liable whether in contract (by way of indemnity or otherwise), tort (including negligence), misrepresentation, restitution or otherwise under or in connection with this agreement for:
17.2.1 any special, indirect or consequential loss or damage;
17.2.2 any direct or indirect loss of profit, turnover, business, revenue, contracts, goodwill, reputation, anticipated savings or management time;
17.2.3 loss of data;
17.2.4 any third party claims.
17.3 Subject to clause 17.1, Poncho’s total aggregate liability to Provider in any calendar year under or in connection with this Agreement whether in contract (including by way of indemnity), tort (including negligence), misrepresentation, restitution or otherwise will be limited to the greater of (a) a sum equivalent to the total Monthly Fee paid by Provider under this Agreement in the calendar year in which the cause of action first arose, and (b) £100.

18. Anti-bribery
18.1 Each party shall comply with the Bribery Act 2010 and other applicable laws in connection with bribery or anti-corruption including ensuring that it has in place adequate procedures to prevent bribery and shall use all reasonable endeavours to ensure that all of that party’s personnel and all others associated with that party and all of that party’s sub-contractors involved in performing the Agreement so comply.

19. Term and Termination
19.1 The Agreement shall commence on the Start Date and, unless terminated earlier in accordance with this clause, shall continue for the Initial Term. Thereafter, the Agreement shall be automatically renewed for successive periods of 12 months (each a “Renewal Period”), unless either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Term or any Renewal Period, in which case the Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period.
19.2 Either party may terminate this Agreement at any time with immediate effect by giving written notice to the other party if:
19.2.1 the other commits a material breach of any of its obligations under the Agreement which (if the breach is capable of remedy) it has failed to remedy within 30 days after the receipt of a notice in writing from the terminating party requiring the defaulting party to do so;
19.2.2 a provisional liquidator is appointed to the other or the other goes into liquidation either compulsorily or (except for the purpose of reconstruction or amalgamation) voluntarily;
19.2.3 a receiver is appointed in respect of the whole or any part of the assets of the other;
19.2.4 an administration order is made in respect of the other; or
19.2.5 the other enters into a voluntary arrangement or any other composition or compromise with the majority by value of its creditors.
19.3 Poncho may terminate the Agreement by notice in writing to Provider having immediate effect if Provider defaults in payment of any Poncho invoice and such invoice remains outstanding fourteen (14) calendar days after Poncho has issued a demand in writing for payment.

20. Consequences of Termination
20.1 The termination of the Agreement will be without prejudice to the rights and remedies of either party which may have accrued up to the date of termination.
20.2 On termination of the Agreement for any reason whatsoever:
20.2.1 Provider and Provider Deals shall cease to be listed on PonchoPay;
20.2.2 Poncho shall remove and cease any use of Provider Materials from Platform.
20.2.3 no refund will be due to Provider in respect of any Commission or Monthly Fee paid;
20.2.4 the provisions of clauses 1 (Definitions and Interpretation), 11 (Intellectual Property), 12 (Confidentiality), 9 (Data Protection), 20 (Consequences of Termination), 17 (Limitation of Liability), 27 (Law and Jurisdiction) and any other provision which expressly or by implication is intended to come into or remain in force on or after termination will continue in full force and effect.

21. Assignment and Subcontracting
21.1 The Provider shall not assign, sub-license, transfer, mortgage, charge, declare a trust of, subcontract or deal in any other manner with any or all of its rights or obligations under this Agreement, without the prior written consent of Poncho (such consent not to be unreasonably withheld or delayed).
21.2 Poncho may without Provider’s prior written consent:
21.2.1 assign or transfer the benefit of, and any of its rights under, this Agreement together with any cause of action arising in connection with any of them to its successor in title, to any of its group companies or to any purchaser or transferee from it or any of them; or
21.2.2 sub-contract any or all of its obligations under this Agreement so long as Poncho remains responsible for the obligations performed by any such subcontractor to the same extent as if such obligations were performed by Poncho.
21.3 Any attempted assignment, transfer or other dealing in violation of this clause 21 will be void and without effect.

22. Notices
22.1 A notice or other communication required to be given under the Agreement shall be sent by email to Poncho at support@poncho.care and to Provider at the email address for Provider as per Poncho records.
22.2 A notice or other communication sent by email shall be deemed duly received on the next Business Day after transmission if sent to the correct email address and no notice of delivery failure is received.
22.3 Any change to a party’s email address for the purposes of this clause shall be notified to the other party in accordance with clause 22.1.  
22.4 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.

23. Force Majeure
23.1 A “Force Majeure Event” means any circumstance not within a party's reasonable control including, without limitation:
23.1.1 acts of God, flood, drought, earthquake or other natural disaster;
23.1.2 epidemic or pandemic;
23.1.3 terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions or embargo;
23.1.4 nuclear, chemical or biological contamination or sonic boom;
23.1.5 failure of or interruption in internet or telecommunications services;
23.1.6 any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, sanction, quota or prohibition.
23.2 Provided it has complied with clause 23.3, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (“Affected Party”), the Affected Party shall not be in breach of the Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
23.3 The Affected Party shall:
23.3.1 as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Agreement; and
23.3.2 use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
23.4 A Force Majeure Event shall not relieve the Affected Party from its obligation to make payment of any sum due under the Agreement.
23.5 If the Force Majeure Event prevents the Affected Party's performance of its obligations under the Agreement for a continuous period of more than two months, the other party may terminate the Agreement by notice in writing to the Affected Party without liability to the Affected Party as a result of exercising the right of termination.

24. Amendments to the Agreement
24.1 Poncho may update or modify the Agreement to reflect changes to PonchoPay or updates to its business practices and policies, or for other reasons.
24.2 If Poncho updates or modifies the Agreement, it shall give notice to Provider. Unless Provider notifies Poncho within thirty days of the date of Poncho’s notice, Provider will be deemed to have accepted the new terms. Notwithstanding any such notice from Provider, Provider’s continued use of PonchoPay after the expiry of such thirty day period will signify its agreement to the new terms.

25. Entire Agreement
25.1 The Agreement represents the entire agreement between the parties in relation to the subject matter of the Agreement and supersedes any previous agreement whether written or oral between all or any of the parties in relation to that subject matter. Accordingly, all other conditions, representations and warranties which would otherwise be implied (by law or otherwise) shall not form part of the Agreement.
25.2 Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in the Agreement.
25.3 Nothing in this clause shall limit or exclude any liability for fraud.

26. General
26.1 If any provision or part of any provision of the Agreement shall be held by a court of competent jurisdiction to be invalid or unenforceable, then the provision or part shall be severed and the remainder of the provision and all other provisions of the Agreement shall remain valid and in full force.  If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision will apply with whatever modification is necessary to give effect to the commercial intention of the parties.
26.2 Subject to clause 24, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
26.3 Poncho is an independent contractor. Nothing in the Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
26.4 No delay in exercising or failure to exercise by any party of any of its rights under or in connection with the Agreement shall operate as a waiver or release of that right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.
26.5 Each party shall pay its own costs incurred in connection with the negotiation, preparation, and execution of this agreement and any documents referred to in it.
26.6 Except as otherwise expressly provided in this Agreement, none of the terms and conditions of this Agreement shall be enforceable by any person who is not a party to it, and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply in relation to this Agreement.

27. Law and Jurisdiction
27.1 The Agreement, and any non-contractual rights or obligations arising out of or in connection with it or its subject matter, shall be governed by and construed in accordance with English law.
27.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to hear and determine or otherwise settle all and any claims, proceedings, suits or action (including arbitration) arising out of or in connection with the Agreement or its subject matter.