TERMS AND CONDITIONS OF USE OF THE YAVA PLATFORM

By clicking accept or registering for, logging into or using the YAVA platform at [https://www.yava.com] (“the Platform”), you accept and agree to comply with:

If you do not agree to these Terms, you must not use the Platform. We recommend that you download and save a copy of these Terms for future reference, as they are a legally binding agreement between you and us.

We may amend these Terms from time to time by updating them on the Platform. Each time you wish to use the Platform, please check these Terms to ensure you understand the terms that apply at that time. By using the Platform after changes have been made to these Terms, you are agreeing to accept the updated Terms.

Please note that the original language for these Terms and all other documents on the Platform is English. YAVA may provide translations for your convenience, but in the event of any discrepancy or conflict between the English text and a translation, the English text will take precedence.

  • 1. Who we are and how to contact us
    • 1.1. The Platform is operated by YAVA London Limited (referred to in these Terms as “YAVA”, “we” or “us”), which is a private limited company, incorporated and registered in England and Wales with company number 04787449 and our registered office at 8 Oakfield Street, London, SW10 9JB, UK. You can contact us at help@yava.com.
    • 1.2. Any reference to “you” or “your” in these Terms is a reference to the user of the Platform.
  • 2. Terminology
    • 2.1. To help you navigate these Terms, please note the following terminology that we use:
    • Affiliate: an entity that, directly or indirectly, controls, or is under the control of, or is under common control with YAVA, where control means having more than seventy five percent (75%) voting stock or other ownership interest or the majority of voting rights of such entity.
    • Content Standards: YAVA’s content standards relating to use of the Platform, as set out at Section 6.8 of these Terms.
    • Contract: the contract between a Founder and a Developer for specified products and/or services which is entered into through the Platform.
    • CTO: Chief Technology Officer.
    • Developer: a developer or technology expert registered on the Platform who can work or consult on the different technologies required by a Founder.
    • Founder: an early stage or small company, business or other organisation registered on the Platform.
    • Request: any or all of a Request for Consultancy, Request for CTO matchup or Request for Services.
    • Request for Consultancy: a request from a Founder for the provision of specified consultancy services.
    • Request for CTO matchup: a request from a Founder to be matched with a Virtual CTO.
    • Request for Services: a request from a Founder for the provision of specified products and/or services.
    • User: a user of the Platform. Users can be a Founder or a Developer.
    • User Generated Content: any information or other content created by Users, rather than content created by the Platform.
    • Virtual CTO: a Developer based in the UK and operating remotely as the CTO for a Founder to provide project management, technological leadership and strategy input.
  • 3. Licence and operation of the Platform
    • 3.1. Subject to your compliance with these Terms, YAVA grants to you a limited, personal, non-exclusive, non-transferable license to access and use the Platform in accordance with these Terms.
    • 3.2. YAVA may update and make changes to the Platform from time to time.
    • 3.3. YAVA does not guarantee that the Platform, or any content on it, will always be available, uninterrupted or error free and YAVA accepts no liability in this regard. YAVA may suspend or withdraw or restrict the availability of all or any part of the Platform for business and operational reasons.
    • 3.5. Our Customer Support team is ready to assist you around the clock, every day of the week, for any inquiries about the Platform or these Terms. You can reach out to our Customer Support team by submitting a request through the link provided on the Platform.
    • 3.4. We will only use your personal information as set out in our Privacy Policy.
  • 4. User registration
    • 4.1. You will need to register and create an account on the Platform in order to become a Founder or Developer. If you are browsing the public section of our website and have not yet registered on the Platform, your use of the website will still be subject to these Terms.
    • 4.2. You are only permitted to register one account on the Platform, in order to prevent fraud and abuse. The creation of multiple live accounts and/or duplicate profiles is not permitted, particularly where the intention in doing so is to bypass guidelines, gain unfair advantage or deceive the YAVA community on the Platform. YAVA reserves the right to disable or permanently suspend such accounts or profiles and any associated accounts or profiles. By registering on the Platform you are representing and warranting to us that: (i) you have not previously been banned from the Platform; and (ii) you do not already have an account registered with us.
    • 4.3. The Platform is accessible and provided only for Users who are at least 18 years old and have the legal capacity to enter into binding agreements. If you are aged between 13 and 17, you may only use the Platform under the supervision of a parent or legal guardian who controls the account, and with their explicit permission. Users under the age of 13 are strictly prohibited from using the Platform and its services. By using the Platform, you affirm that you comply with these age-related rules. If you do not meet these requirements, you are not authorised to access or use the Platform.
    • 4.4. Each Founder intending to register as a user on the Platform will be required to clearly confirm the status of the entity that will enter into Contracts. For example, where the entity is a limited company or a limited liability partnership the Founder will be required to confirm whether that entity has already been incorporated or is in the process of being incorporated. A Founder will not be permitted to enter into any Contract until the relevant entity is in existence and its legal status is clear. YAVA reserves the right to request any relevant documentation from the Founder to confirm such status.
    • 4.5. You agree that all registration information you submit to the Platform will be current, true, accurate and complete and that you will maintain the accuracy of this information at all times. You must promptly update any changes to your account details. Users who make false representations or provide inaccurate information may have their accounts removed from the Platform.
    • 4.6. Your account is for your use only and you agree that you will not share your account or your account details with any other person. You may not buy, sell, pass over responsibility or assign an account. It is your responsibility to keep your account details safe. If you choose a password or you are provided with any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party. You will be responsible for any and all activity conducted using your account or your account details. YAVA has the right to disable any user password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.
    • 4.7. You shall take reasonable steps to prevent unauthorised access to your account. We encourage Users to activate security features for their accounts to prevent unauthorised access. If you know or suspect that anyone other than you knows your user password or has accessed your account without authorisation, you must promptly notify us at help@yava.com. In order to verify your ownership of a user account, you must be able to provide our Customer Support team with supporting documentation or other evidence when requested.
  • 5. Access to and use of the Platform
    • 5.1. When your registration for the Platform has been completed and has been accepted by YAVA, you will be identified as either a Founder or a Developer and will be granted access to the Platform.
    • 5.2. You accept that you are solely responsible for ensuring that your computer system, telecommunications services and any other equipment meet all relevant technical requirements to use the Platform and are compatible with the Platform.
    • 3.2. YAVA may update and make changes to the Platform from time to time.
    • 5.3. You agree that at all times your use of the Platform will comply in full with all applicable laws or regulations and these Terms.
    • 5.4. You agree not to use the Platform, or any information or material made available to you on the Platform, in any improper or unlawful manner or in breach of any rule, regulation, legislation or license that applies to you. You will not create any integrations (software or otherwise) to the Platform without YAVA’s express written consent.
    • 5.5. Without limiting the foregoing, you agree that when using the Platform you will not:
      • 5.5.1. trick, defraud or mislead YAVA or any User through or in connection with your use of the Platform;
      • 5.5.2. sell, offer for sale, deal with or otherwise seek to dispose of any goods or services which are counterfeit, pirated, illegal or otherwise prohibited by applicable law;
      • 5.5.3. harass others or disclose personal information about others that could amount to harassment;
      • 5.5.4. publish, post, upload, store, distribute or disseminate any unlawful, defamatory, infringing, obscene, sexually explicit, harmful, confidential, libellous, hateful, threatening or otherwise illegal material or information, or anything which might constitute a criminal or civil offence;
      • 5.5.5. upload files that contain software or other material which are the intellectual property rights of any third party, or which are protected by rights of privacy or publicity of any third party without having received all necessary consents;
      • 5.5.6. upload files that contain viruses, corrupted files, or any other software or programs that may interfere with or damage the operation of the Platform or any other computer;
      • 5.5.7. impersonate others or create false profiles on the Platform;
      • 5.5.8. screenshot or screen record profiles of other users on the Platform;
      • 5.5.9. promote any activity that is illegal;
      • 5.5.10. use software or any other means to harvest information from the Platform;
      • 5.5.11. send chain letters, junk mail, ‘spamming’ material or any other form of bulk communication;
      • 5.5.12. do or omit to do anything that, in YAVA’s opinion: (i) brings YAVA or the Platform into public disrepute, contempt, scandal or ridicule; (ii) damages or puts at risk any other Users; or (iii) materially prejudices YAVA or the Platform;
      • 5.5.13. use the Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Platform or any operating system;
      • 5.5.14. use the Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;
      • 5.5.15. collect or harvest any information or data from the Platform or our systems or attempt to decipher any transmissions to or from the servers running the Platform; or
      • 5.5.16. send, knowingly receive, upload, download, use or re-use any material which does not comply with our Content Standards.
    • 5.6. You agree to comply with all reasonable instructions that YAVA may give you regarding your use of the Platform.
    • 5.7. You agree that your interactions with other Users and YAVA’s personnel will at all times remain respectful and courteous.
    • 5.8. You acknowledge and agree that all discussions and contact between you and a Founder or Developer (as applicable) regarding a Request or Contract shall be conducted via the Platform and the Platform’s messages. In particular:
      • 5.8.1. exchanging or soliciting email addresses, Skype/IM usernames, telephone numbers or any other personal contact information to communicate outside the Platform for the purpose of circumventing or misusing the Platform and/or its messaging system is prohibited;
      • 5.8.2. any necessary exchange of personal information required to continue a service may be exchanged within the Platform (using the chat box within the Platform);
      • 5.8.3. Yava does not provide protection and accepts no liability whatsoever in relation to Users who interact outside of the Platform; and
      • 5.8.4. All information and file exchanges must be performed exclusively on the Platform.
    • 5.9. YAVA does not routinely monitor all communications between Users via the Platform’s messaging system, but YAVA may use software to track communications and reserves the right to monitor them in order to investigate any suspected breach of these Terms, any illegal behaviour or any other misuse of the Platform, or for any other reasonable reason as determined by YAVA from time to time.
    • 5.10. YAVA reserves the right to refuse to list or deactivate any User accounts or Job Descriptions, or edit any User Generated Content that we deem, in our reasonable discretion, to be in violation of these Terms or which we are instructed to refuse to list or deactivate by any court or law enforcement or regulatory authority. In the event we: (a) receive any complaints about a User or a Job Description; (b) receive notice of an investigation into a User or a Job Description by any law enforcement or regulatory authority; or (c) otherwise become aware of any violation of these Terms or any illegal behaviour conducted by a User, we reserve the right to temporarily suspend or deactivate (with or without notice) any account in question while we investigate the matter.
    • 5.11. We are not responsible for websites we link to where the Platform contains links to other sites and resources provided by third parties. These links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.
      • 5.12.1. any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Platform or any data, content, information or services accessed via the same.
      • 5.12.2. any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.

        • This section shall not apply insofar as (but only to the extent that) YAVA is unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to YAVA.

    • 5.13. Should any dispute arise between any Users, we recommend that the parties attempt to resolve such dispute among themselves using the dispute resolution tools available through the Platform (including the Resolution Center). If Users are unable to resolve the dispute in this way, they can contact YAVA's Customer Support department through the link provided on the Platform or by email at help@yava.com.
    • 5.14. Certain User Generated Content on the Platform has been translated for your convenience using translation software provided by Open AI, Amazon or Google. While we strive for accuracy, no automated translation is flawless, nor does it aim to substitute for human translators. These translations are provided to Users on an “as is” basis. YAVA gives no warranty or guarantee, whether express or implied, regarding the accuracy, reliability or correctness of translations from English to other languages. Due to translation software limitations, some User Generated Content, such as images, videos, Flash, etc., may not be translated accurately or at all. Google expressly disclaims all warranties related to the translations, including any warranties of accuracy, reliability, and any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The authoritative text is the English version of the Platform. Any inconsistencies or discrepancies that arise in the translation are not legally binding and have no effect for compliance or enforcement purposes. If there are any questions about the accuracy of the information in the translated versions, please refer to the English version, which is the official version.
  • 6. Content Standards
    • 6.1. If you encounter any content uploaded by other Users that potentially breaches the Content Standards set out below at section 6.8 or which otherwise breaches these Terms or which infringes a third party’s intellectual property rights, please report it to YAVA using the facilities provided in the Platform or by contacting us by email at help@yava.com. YAVA will review all submissions but please note that, to maintain individual privacy rights, we do not disclose the outcomes of our investigations.
    • 6.2. Whenever you make use of a feature that allows you to upload content to the Platform, or to make contact with other Users, you must comply with the Content Standards set out below at section 6.8. You warrant that any such contribution does comply with those standards, and you will be liable to YAVA and indemnify YAVA for any breach of that warranty. This means you will be responsible for any loss or damage YAVA suffers as a result of your breach of warranty.
    • 6.3. All content uploaded to the Platform by Users is considered to be User Generated Content. YAVA does not review such User Generated Content for appropriateness, infringement of intellectual property rights or other proprietary rights or any other violations. The User uploading or creating such content is solely responsible for it and the consequences of its use, disclosure, storage or transmission. By uploading such content to, or creating content on, the Platform, you warrant that you possess or have secured all necessary rights, licenses, consents, permissions, power and/or authority to post such content and that your content or its use on the Platform does not and will not:
      • 6.3.1. infringe or violate any third party's intellectual property, proprietary, privacy, data protection, or publicity rights;
      • 6.3.2. contravene any applicable local, state, federal, and international laws, regulations and/or conventions; and/or
      • 6.3.3. breach any of your or a third party’s policies and/or terms of service. YAVA encourages any party to report such violations, providing proof of ownership as necessary.
    • 6.4. Developers should be aware that Founders may need to share certain confidential information necessary to enable the Developer to complete the requested services. Consequently, Developers are required to handle any information provided by Founders with the utmost confidentiality and security. In particular, Developers must:
      • 6.4.1. keep all such information strictly confidential;
      • 6.4.2. not disclose that information to any third parties unless expressly authorised to do so by the Founder or required to do so by law;
      • 6.4.3. use that information solely for the purpose of providing the requested services; and
      • 6.4.4. not copy or reproduce any of the information without explicit permission from the Founder.
    • 6.5. We reserve the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to the Platform infringes their intellectual property or other proprietary rights, or their right to privacy.
    • 6.6. We have the right to remove any content you upload or post to the Platform if, in our opinion, your content does not comply with the Content Standards set out at section 6.8 below. You are solely responsible for securing and backing up your content.
    • 6.7. Where you provide feedback to us on the Platform or any related service, you grant us a worldwide, non-exclusive, royalty-free, perpetual, sublicensable, transferable licence to use such feedback for any purpose.
    • 6.8. We do not allow content on the Platform which:
      • 6.8.1. contains language or imagery which could be deemed offensive or is likely to harass, upset, embarrass, alarm or annoy any other person (including for example and without limitation, language that could be deemed discriminatory towards an individual’s race, colour, ethnicity, national origin, religion, disability, sexual orientation, gender expression, gender identity or physical appearance);
      • 6.8.2. is obscene, pornographic, violent or otherwise may offend human dignity (including for example and without limitation, language that could be deemed discriminatory towards an individual’s race, colour, ethnicity, national origin, religion, disability, sexual orientation, gender expression, gender identity or physical appearance);
      • 6.8.3. is abusive, insulting or threatening, discriminatory or which promotes or encourages racism, sexism, hatred or bigotry (including for example and without limitation, language that could be deemed discriminatory towards an individual’s race, colour, ethnicity, national origin, religion, disability, sexual orientation, gender expression, gender identity or physical appearance);
      • 6.8.4. encourages any illegal activity including, without limitation, terrorism, inciting racial hatred or the submission of which in itself constitutes committing a criminal offence;
      • 6.8.5. is defamatory or libellous;
      • 6.8.6. involves the transmission of “junk” mail or “spam”;
      • 6.8.7. contains any spyware, adware, viruses, corrupt files, worm programs or other malicious code designed to interrupt, damage or limit the functionality of or disrupt any software, hardware, telecommunications, networks, servers or other equipment, Trojan horse or any other material designed to damage, interfere with, wrongly intercept or expropriate any data or personal information;
      • 6.8.8. itself, or the posting of which, infringes any third party’s rights (including, without limitation, intellectual property rights and privacy rights);
      • 6.8.9. shows another person which was created or distributed without that person’s consent;
      • 6.8.10. is harmful to minors; or
      • 6.8.11. impersonates any other person, including falsely stating your name,

        • the above are referred to collectively in these Terms as our “Content Standards”.

  • 7. Making a Request
    • 7.1. A Founder can upload a Request for Services, a Request for CTO Matchup and/or a Request for Consultancy to the Platform in the Market Place section of the Platform by following the instructions provided. The Founder must provide all relevant information relating to each Request, which may include, as applicable:
      • 7.1.1. an overview of the Founder’s technology needs and/or a full description of the products and/or services to be provided;
      • 7.1.2. any estimated timescales or the expected number of hours required;
      • 7.1.3. the remuneration to be provided to the Developer; and
      • 7.1.4. the proposed terms and conditions that would apply between the Founder and the relevant Developer if those parties subsequently enter into a Contract.
    • 7.2. By uploading a Request to the Platform the Founder represents and warrants (which is a legal promise) to YAVA that:
      • 7.2.1. all the information included in the Request will be truthful and, to the best of the Founder’s knowledge and belief, accurate and complete and not in any way misleading; and
      • 7.2.2. the Founder has all necessary rights and permissions to offer the Request.
    • 7.3. The Founder is solely and fully responsible for the content of any Request they upload to the Platform, including any errors, omissions or inaccuracies contained in such Request. YAVA accepts no liability to any User or any other person for the content uploaded or posted to the Platform. We advise that Founders carefully check the content of each Request before uploading it to ensure they are happy with it.
  • 8. Responding to a Request
    • 8.1. The Request for Services will be provided to the three Developers that have been matched with the Founder through the Platform. Those Developers are not obliged to enter into discussions with the Founder regarding the Request, but may do so if they wish.
    • 8.2. If the Founder takes the view that the Developers they have been matched with do not have the relevant skills or experience to fulfil the relevant Request or if the Founder would like to consider alternative Developers, the Founder can ask the Platform to provide profiles of additional Developers.
    • 8.3. A Developer may contact the Founder via the Platform’s messaging system to discuss or obtain further information about the Request or to negotiate the terms of the Contract. The Founder and the Developer shall not discuss the Request or enter into a Contract outside the Platform.
    • 8.4. By offering services on the Platform, each Developer warrants that they have the necessary permissions, rights, and/or licenses to provide, sell or resell those services. Non-compliance may result in the removal of the service from the Developer’s profile and could lead to the suspension of the Developer's account.
  • 9. Entering into a Contract
    • 9.1. Where a Founder and a Developer reach agreement on the products and/or services to be provided in respect of a Request, they shall enter into a Contract.
    • 9.2. Each Contract shall consist of the following:
      • 9.2.1. the general terms and conditions that have been agreed between the Founder and the Developer (which shall be provided to those parties through the Platform as Annex 1 of the Contract);
      • 9.2.2. the particulars of the Contract which shall include (as applicable):
        • 9.2.2.1. the details of the Founder and Developer who are parties to the Contract;
        • 9.2.2.2. the duration of the Contract;
        • 9.2.2.3. an agreed description of the products and/or services to be provided by the Developer under the Contract;
        • 9.2.2.4. any relevant milestones or timescales or the number of hours of work to be undertaken by the Developer;
        • 9.2.2.5. the remuneration to be provided to the Developer and the trigger(s) for such remuneration; and
        • 9.2.2.6. any other relevant information relating to the Contract,

          • which shall be provided to those parties through the Platform as Annex 2 of the Contract.

    • 9.2.3. the remuneration to be provided to YAVA by the Founder for the services provided by YAVA through the Platform which resulted in the parties entering into the Contract and any relevant timescales within which that remuneration is to be provided (which shall be provided to those parties through the Platform as Annex 3 of the Contract). Where the Contract relates to a Developer providing services to a Founder as a Virtual CTO, the remuneration to be paid to YAVA by the Founder will be either:
      • 9.2.3.1. £25 per month (or £20 per month if the Founder signs up for a 12 month period) for YAVA’s standard subscription, which includes Platform onboarding, access to 3 Virtual CTOs per week, a discount of 25% on YAVA’s standard hourly charge for consultancy and access to YAVA’s range of services; or
      • 9.2.3.2. £75 per month (or £60 per month if the Founder signs up for a 12 month period) for YAVA’s pro subscription, which includes Platform onboarding, access to 25 Virtual CTOs per month, 1 hour of free consultancy services from YAVA each month, a discount of 50% on YAVA’s standard hourly charge for consultancy, access to YAVA’s range of services and priority support.
  • 10. Warranties
    • 10.1. While YAVA makes reasonable efforts to ensure that any material available for downloading from the Platform is not contaminated in any way, YAVA does not warrant that such material will be free from infection, viruses and/or similar code.
    • 10.2. Due to the nature of software and the internet, YAVA does not warrant that your access to, or the running of, the Platform will be uninterrupted or error free. YAVA may suspend, withdraw, discontinue or change all or any part of the Platform without notice. YAVA shall not be liable if we cannot process your details due to circumstances beyond our reasonable control.
    • 10.3. The information provided on the Platform is for general interest only and does not constitute specific advice. Although we make reasonable efforts to update the information on the Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on the Platform is accurate, complete or up to date.
    • 10.4. Any assistance, information or advice provided to you by YAVA is provided on a purely advisory basis and shall not be construed as legal advice. It is your responsibility to verify such information or advice and to take your own independent legal advice. YAVA accepts no liability in relation to such assistance, information or advice or any conclusions that you might draw from them.
    • 10.5. We give no warranty or guarantee that the Platform or information available on it complies with any laws other than English law.
    • 10.6. We give no warranty concerning the services, their delivery or any communications between Founders and Developers (including Virtual CTOs). We recommend that Users utilize our rating system, community feedback and common sense to select appropriate services and to properly communicate with the other party.
    • 10.7. Except as specifically set out in these Terms, to the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Platform or any content on it, whether express or implied.
  • 11. Breach of our Content Standards or these Terms
    • 11.1. When we consider that a breach of our Content Standards or these Terms has occurred (which may include without limitation delivering low quality services or using the Platform or services for illegal or inappropriate activities), YAVA may take such action as we deem appropriate, which may include any of the following:
      • 11.1.1. immediate, temporary or permanent withdrawal of your right to use the Platform;
      • 11.1.2. immediate, temporary or permanent removal of any content uploaded or posted by you to the Platform;
      • 11.1.3. issue of a warning to you;
      • 11.1.4. legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
      • 11.1.5. further legal action against you; and/or
      • 11.1.6. disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.
    • 11.2. Where a User account is disabled, the User will not be able to request or provide services through the Platform. If your account has been disabled, you can contact our Customer Support team for further information regarding the reasons for this and the current status of your account.
  • 12. Limitation of liability
    • 12.1. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
    • 12.2. Subject to section 12.1, YAVA and its Affiliates shall have no liability whatsoever in respect of any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
      • 12.2.1. use of, or inability to use, the Platform or any websites linked to the Platform;
      • 12.2.2. use of or reliance on any content displayed on the Platform or any websites linked to the Platform;
      • 12.2.3. the content or quality of any goods or services provided by Developers;
      • 12.2.4. any failures due to software or internet errors or unavailability, or any other circumstances beyond our reasonable control; or
      • 12.2.5. any loss or damage caused by a virus, distributed denial of service attack or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Platform or to your downloading of any content on it, or any website linked to it.
    • 12.3. Subject to section 12.1:
      • 12.3.1. we exclude all implied conditions, warranties, representations or other terms that may apply to the Platform or any content on it.
      • 12.3.2. we will not be liable to you for:
        • 12.3.2.1. loss of profits, sales, business, or revenue;
        • 12.3.2.2. business interruption;
        • 12.3.2.3. loss of anticipated savings;
        • 12.3.2.4. loss of business opportunity, goodwill or reputation; or
        • 12.3.2.5. any indirect, special or consequential loss or damage or punitive damages.
  • 13. Intellectual property rights
    • 13.1. YAVA is the owner or licensee of all intellectual property rights in and relating to the Platform (including without limitation all copyright, database rights, trademarks, service marks, trading names, text, graphics, code, files, links and other materials published on it). YAVA’s logos, trade marks and/or service marks may not be copied or reproduced without our prior consent. All rights are reserved.
    • 13.2. You must not copy, transmit, modify, republish, store (in whole or in part), frame, pass-off or link to any material or information on or downloaded from the Platform without our prior written consent.
  • 14. General provisions
    • 14.1. We may transfer this agreement to someone else. We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under this agreement.
    • 14.2. You may not assign, transfer or delegate any or all of your rights or obligations under these Terms.
    • 14.3. The contractual relationship under these Terms is between you and us. Nobody else can enforce these Terms and neither of us will need to ask anybody else to sign off on ending or changing that contractual relationship.
    • 14.4. If a court or other authority decides that some of these Terms are unlawful, the rest of these Terms will continue to apply.
    • 14.5. Our delay or failure to exercise or enforce any right or provision of these Terms shall not constitute or be construed as a waiver of such right to act.
    • 14.6. We shall not be responsible for any breach of these terms caused by circumstances which are beyond our reasonable control.
    • 14.7. Nothing in these Terms shall be construed to create a joint venture, partnership or agency relationship between you and us and neither you nor we shall have any right or authority to incur any liability, debt or cost or enter into any contracts or other arrangements in the name of or on behalf of the other.
    • 14.8. These Terms, their subject matter and their formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction to resolve any dispute or claim relating to these Terms, their subject matter or their formation.

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