General Terms of Service (Buyer (Corporate) and Seller (Charity) Specific Terms and Conditions below)

1. Introduction

Welcome to CSR Workbook. These Terms of Service ("Terms") govern your use of our website, platform, and services (collectively, the "Service") operated by CSR Workbook Ltd ("we," "us," or "our").

By accessing or using the Service, you agree to be bound by these Terms. If you disagree with any part of the Terms, you may not access the Service.

2. Definitions

  • "User": Any individual or entity that accesses or uses the Service.
  • "Charity": Any charitable organization registered on the platform.
  • "Corporation": Any business entity registered on the platform.
  • "Opportunity": A sponsorship or charitable opportunity listed by a Charity.
  • "Content": All materials uploaded, shared, or displayed through the Service.

3. Account Registration

To access certain features of the Service, you must register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password. We encourage you to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers, and symbols) with your account.

4. Use of the Service

You agree not to use the Service for any purpose that is prohibited by these Terms. You are responsible for all of your activity in connection with the Service.

You shall not:

  • Use the Service in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Service.
  • Use the Service in any manner that could damage, disable, overburden, or impair the functioning of the Service.
  • Use any robot, spider, crawler, scraper, or other automated means or interface not provided by us to access the Service or to extract data.
  • Use the Service to send any unauthorized or unsolicited promotions, advertising, or spam.
  • Attempt to circumvent any content-filtering techniques we employ, or attempt to access areas or features of the Service that you are not authorized to access.
  • Develop or use any third-party applications that interact with the Service without our prior written consent.

5. Content

Our Service allows you to post, link, store, share, and otherwise make available certain information, text, graphics, videos, or other material. You are responsible for the Content that you post on or through the Service.

By posting Content on or through the Service, you represent and warrant that:

  • The Content is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms.
  • The Content does not violate the privacy rights, publicity rights, copyright, contractual rights, or any other rights of any person.

6. Sponsorships and Transactions

The Service facilitates sponsorship opportunities between Charities and Corporations. All transactions conducted through the Service are subject to our Transaction Policy.

A platform fee will be charged for each successful sponsorship transaction, as detailed in our Fee Schedule.

7. Privacy Policy

Please refer to our Privacy Policy for information on how we collect, use, and disclose information from our users.

8. Termination

We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.

9. Limitation of Liability

In no event shall CSR Workbook Ltd, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from your access to or use of or inability to access or use the Service.

10. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

11. Contact Us

If you have any questions about these Terms, please contact us at legal@csrworkbook.com.

Last updated: June 23, 2025

Buyer (Corporate) Terms and Conditions

  1. Who we are 1.1. We are Ellipsis International Solutions: incorporated in England and Wales under company number 12006368 and registered at 2 Station View, Hazel Grove, Stockport, England, SK7 5ER. In these terms and conditions, we refer to Ellipsis International Solutions as “us”, “we” and “our”. 1.2. You can contact us by emailing [X].

  2. Application of these terms and conditions 2.1. These terms and conditions apply to buyers on [CSR Sourcebook] (the “Platform”). In these terms and conditions, we refer to the buyer as “you” and “your”. 2.2. These terms and conditions govern the legally binding relationship between you and us in respect of your use of the Platform to the exclusion of any other terms and conditions. 2.3. These terms and conditions apply to your use of the Platform and any purchases you make on the Platform. Please read these terms and conditions before you place any orders on the Platform, as they set out important information regarding both your and our rights and obligations. Please note that you must agree to these terms and conditions before you place any order on the Platform. 2.4. The services listed for purchase on the Platform are for sale to business customers only. You must not purchase or attempt to purchase any of the services listed on the Platform if you are a consumer, or otherwise acting for purposes wholly or mainly outside of your trade, business, craft or profession.

  3. The contractual relationship between you and a seller 3.1. The contract for the sale and purchase of services listed on the Platform is directly between you and the seller. 3.2. You acknowledge that we act as an intermediary, are not party to the contractual or legal relationship for the sale and purchase of services listed on the Platform, and we do not have or take ownership of any services listed for purchase on the Platform. 3.3. We cannot guarantee the existence, quality or safety of any services listed on the Platform, nor can we guarantee the accuracy or truthfulness of any details provided by a seller on the Platform. We also cannot guarantee performance of a seller’s obligations in respect of any transaction or order placed. 3.4. Please note that sellers may have sales policies that apply to your order. Please ensure that you read the sales policies of the seller from which you are making a purchase, as well as these terms and conditions. You are responsible for complying with any sales policies of a seller and we are not liable to you if a purchase is not completed due to your failure to comply with such sales policies.

  4. Use of the Platform 4.1. We reserve the right to restrict your access to the Platform or any part of it. Access to restricted areas of the Platform may be subject to registration and other conditions. If we grant you permission to access a restricted area, we may withdraw that permission at any time (including where you breach any of these terms and conditions). 4.2. We will use reasonable endeavours to ensure the Platform is available at all times. However, we cannot guarantee that the Platform or any individual function or feature of it will always be available or error free. The Platform may be unavailable during periods when we are implementing upgrades to, or carrying out essential maintenance on, the Platform or the servers or networks used to make the Platform available. 4.3. The intellectual property rights in the Platform and all of the text, layout of pictures, videos and other content made available on it are owned by us and our licensors. You may not print or otherwise make copies of any such content without our express prior permission. 4.4. We provide the Platform on an ‘as is’ basis and make no representations as to the quality, completeness or accuracy of any content made available on the Platform. 4.5. Your permission to use the Platform is personal to you and non-transferable. 4.6. You will not do, or attempt to do, any of the following: (a) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any portion of the Platform in any form or media, or by any means; (b) de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; (c) access all or any part of the Platform to build a product or service which competes with it; (d) use the Platform to allow third parties to access our Platform; or (e) create multiple registrations as a seller to evade punishment or avoid restrictions. 4.7. You must not contact any seller directly outside of the Platform in respect of, nor will you buy or attempt to buy from the seller, any services that are the same or similar as those listed on the Platform. Any attempt to do so will be considered a serious breach of these terms and conditions and we reserve the right to claim from you as damages the cost of any purchase that you have made directly from the seller.

  5. Abuse of the Platform 5.1. Without limiting other remedies, we may limit, suspend, or terminate your access to and use of the Platform, restrict or prohibit access to, and your activities on, the Platform, delay or remove hosted content, and take technical and legal steps to keep you from using the Platform if: (a) we reasonably believe that you are creating problems or possible legal liabilities for us or other users of the Platform; (b) we reasonably believe that such restrictions will improve the security of the Platform or reduce our or any user’s exposure to financial liabilities; (c) we reasonably believe that you are infringing the rights of third parties; (d) we think that you are acting inconsistently with the content or spirit of these terms and conditions; or (e) despite our reasonable endeavours, we are unable to verify or authenticate any information you provide to us.

  6. Orders 6.1. Please check your order carefully and correct any errors before you place it. 6.2. Your order is an offer to buy products or services from a seller via the Platform on the basis of these terms and conditions. 6.3. If your order has been accepted by the seller, we will notify you and issue a proforma . The contract between you and the seller will only be formed when the proforma invoice is paid. 6.4. The contract between you and the seller will relate only to the services that are confirmed. 6.5. If your order is not accepted for any reason, we will notify you using the details you provided when you placed your order. We and the seller have the right to reject any order for any reason.

  7. Availability All orders are subject to availability. We cannot guarantee that any services will be available at any given time. In certain circumstances beyond our reasonable control, we may need to stop advertising certain services for sale and sellers may need to stop providing certain services.

  8. Making changes to your order If you would like to make any changes to your order after you have placed it, please contact us as soon as possible and we will let you know if it is possible to change your order.

  9. Descriptions of the services listed for purchase Descriptions of the services are set out on the Platform. You are responsible for reading the full services description before placing an order.

  10. Performance of the services 10.1. The seller with whom you have placed the order will liaise with you to arrange the details of providing the services you have purchased. 10.2. Any performance dates stated during the order process, or stated in any other communication between you and us or with the seller, are estimates and indicative only.

  11. Intellectual property You will not obtain the copyright or any other intellectual property rights existing in the services. All intellectual property rights existing in the services will be retained by the relevant seller or their licensors.

  12. Prices 12.1. Prices for the services are set out on the Platform. 12.2. Prices for the services may change at any time. Except as set out in section 12.3 of these terms and conditions, such changes will not affect existing orders. 12.3. If there has been an error on the Platform regarding the pricing of any of the services and this affects your order, we will try to contact you using the contact details you provided when you placed your order. We will give you the option to re-confirm your order at the correct price or to cancel your order. If we are unable to contact you, we will cancel your order and notify you by email.

  13. Payment We will instruct the seller to invoice you for the payment as soon as your order is accepted by the seller. If the payment is unsuccessful, either we or the seller will try to contact you using the contact details you provided when you placed your order. If we or the seller are unable to contact you, your order may be cancelled.

  14. Your information We will process any personal data you provide to us in accordance with our privacy policy provided on this platform.

  15. Liability 15.1. We will not be in breach of these terms and conditions or otherwise liable for any failure or delay in performing our obligations if such delay or failure results from an event or sequence of events beyond our control. 15.2. We try to keep the Platform safe, secure, and functioning properly, but we provide no guarantee as to the continuous operation of or your access to the Platform. 15.3. We will not be liable to you in contract, tort (including negligence) or otherwise for any indirect losses, or any of the following losses (whether direct or indirect): loss of data, loss of profits, loss of revenue, loss of business or business opportunity, goodwill, reputation or business interruption or for any losses which are not reasonably foreseeable by us, regardless of however such losses arises. 15.4. We cannot and do not confirm, and we are not responsible for ensuring, the accuracy or truthfulness of sellers’ purported identities or the validity of the information which they provide to us or post on the Platform. 15.5. Nothing in these terms and conditions operates or seeks to exclude or limit liability for any losses that cannot be excluded or limited by applicable law. Any exclusions or limitations of liability in these terms and conditions will be subject always to this section 15.5. 15.6. Our total liability to you under or in connection with these terms and conditions and the Platform will not exceed a sum equal to 100% of the price of the services that you have paid to us on the Platform.

  16. General 16.1. If any provision of these terms and conditions is held to be unenforceable, such provision will be struck out and will not affect the enforceability of the remaining provisions. 16.2. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. 16.3. We may amend these terms and conditions at any time. All amended terms and conditions will automatically be effective as soon as they are uploaded on to the Platform. 16.4. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these terms and conditions. 16.5. No third party who is not a party to these terms and conditions has any right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any provision of these terms and conditions. 16.6. These terms and conditions and all policies posted on the Platform are the entire agreement between you and us, and they supersede all prior understandings and agreements between you and us. 16.7. These terms and conditions and your access to and use of the Platform will be governed by the law of England and Wales. The courts of England and Wales will have exclusive jurisdiction to settle and dispute or claim arising out of or in connection with these terms and conditions and your access to and use of the Platform.

Seller (Charity/Not for Profit) Terms and Conditions

  1. Who we are 1.1. We are Ellipsis International Solutions Ltd: incorporated in England and Wales under company number 12006368 and registered at 2 Station View, Hazel Grove, Stockport, England, SK7 5ER. In these terms and conditions, we refer to Ellipsis International Solutions as “us”, “we” and “our”. 1.2. You can contact us by emailing [X].

  2. Application of these terms and conditions 2.1. These terms and conditions apply to sellers on [CSR Sourcebook] (the “Platform”). In these terms and conditions, we refer to the seller as “you” and “your”. 2.2. These terms and conditions govern the legally binding relationship between you and us in respect of your registration as a seller and use of the Platform to the exclusion of any other terms and conditions.

  3. The contractual relationship between you and a buyer 3.1. The contract for the sale and purchase of services listed by you on the Platform is directly between you and the buyer. 3.2. You acknowledge that we act as an intermediary, are not party to the contractual or legal relationship for the sale and purchase of services listed by you on the Platform, and we do not have or take ownership of any services you list for purchase on the Platform.

  4. Becoming a seller 4.1. You may register as a seller on the Platform by completing the relevant Charity registration forms and accepting these terms and conditions. 4.2. You may only register as a seller on the Platform if you are acting or operating in the course of a business, profession or trade, including charities or similar social enterprise and operating on a not for profit basis. You may not register as a seller on the Platform if you are a consumer or otherwise not for or on behalf of a business.

  5. Your warranties about the information you give 5.1. You warrant that: (a) you are and will remain acting or operating in the course of a business, profession or trade, which may include as a charity; (b) you are and will remain established in the United Kingdom (excluding the Republic of Ireland); (c) the information and any documents you provide to us in connection with your registration as a seller on the Platform or otherwise in connection with your use of the Platform are complete and accurate, and you will promptly notify us of any changes to them; and (d) you will keep your seller profile on the Platform accurate and up to date. 5.2. You will promptly provide us with any evidence we reasonably request to verify: (a) your compliance with the warranties given under section 5.1 of these terms and conditions; (b) the information given in connection your registration as a seller on the Platform; and (c) the information contained on your seller profile on the Platform and the services you list for purchase on the Platform. 5.3. We may collect information about you and your use of the Platform (including the services you list for purchase on the Platform) and disclose it to tax or other governmental or regulatory authorities as required by law, or as required to comply with our legal obligations.

  6. Supplier interface 6.1. Upon successful registration as a seller on the Platform, we will grant you access to the supplier interface of the Platform. 6.2. We will use the supplier interface of the Platform to inform you of any order, questions, cancellations and complaints, and any other matters in respect of the Platform, these terms and conditions or your relationship with us. We may also contact you using any of the other details you have provided to us, such as telephone or email. 6.3. You will use the supplier interface of the Platform to get in touch with us where required.

  7. Use of the Platform 7.1. You may only use the Platform for listing and selling your services, and for communicating with us and buyers as anticipated by these terms and conditions. 7.2. In connection with using or accessing the Platform, you will not: (a) post, list or upload objectively inappropriate content or items; (b) breach or circumvent any laws, third-party rights or our systems or policies; (c) use the Platform if you are not able to form legally binding contracts or are temporarily or indefinitely suspended from using the Platform; (d) fail to provide services sold by you, (e) manipulate the price of any services or interfere with any other users’ listings; (f) post false, inaccurate, misleading, defamatory, or libellous content;

  8. Security 8.1. You will use all reasonable security practices, and implement and maintain adequate security measures, to prevent unauthorised access or damage to the Platform, including by ensuring: (a) any device you use to access the Platform has up to date anti-virus protection; and (b) no viruses or malware are introduced on to the Platform. 8.2. You will ensure your login details for the Platform are: (a) only used by your employees and authorised third parties, who in each case are required to comply with these terms and conditions; (b) not shared between users; and (c) are changed frequently. 8.3. If you believe your login details for the Platform are being or may be used in an unauthorised way, or that the security of the Platform has been compromised in any way, you will notify us immediately providing accurate and comprehensive details. 8.4. You will not do, or attempt to do, any of the following: (a) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any portion of the Platform in any form or media, or by any means; (b) de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; (c) access all or any part of the Platform to build a product or service which competes with it; (d) use the Platform to allow third parties to access our Platform; or (e) create multiple registrations as a seller to evade punishment or avoid restrictions.

  9. Abuse of the Platform 9.1. Without limiting other remedies, we may limit, suspend, or terminate your access to and use of the Platform, restrict or prohibit access to, and your activities on, the Platform, delay or remove hosted content, and take technical and legal steps to keep you from using the Platform if: (a) we reasonably believe that you are creating problems or possible legal liabilities for us or other users of the Platform; (b) we reasonably believe that such restrictions will improve the security of the Platform or reduce our or any user’s exposure to financial liabilities; (c) we reasonably believe that you are infringing the rights of third parties; (d) we think that you are acting inconsistently with the content or spirit of these terms and conditions; or (e) despite our reasonable endeavours, we are unable to verify or authenticate any information you provide to us.

  10. Creating your supplier profile and listing services on the Platform 10.1. Once registered as a seller on the Platform, you must create a supplier profile on the Platform. You may then list services for purchase on the Platform via the supplier interface. 10.2. You warrant that you will only list services which: (a) you are able and permitted to provide; (b) are not prohibited or illegal to provide, and which comply with all applicable legislation and regulations; (c) do not infringe any third-party intellectual rights; and (d) are in English and are clear and comprehensible. 10.3. You will not include anything on your supplier profile or in any listing of services available for purchase that allows or encourages buyers to contact you other than through the Platform. We reserve the right to remove any information that we believe does not comply with this section 10.3.

  11. Pricing your services 11.1. You are free to price your services however you see fit. 11.2. You may change the price of any services that you list for purchase on the Platform at any time using the supplier interface on the Platform. Please allow a reasonable time for revised prices to be displayed on the Platform.

  12. Availability of the Platform 12.1. We aim to make the Platform and the supplier interface available on a continuous basis. 12.2. We reserve the right to take some or all of the Platform and the supplier interface offline as reasonably required for routine and emergency maintenance or repairs. We will aim to give you as much notice of such downtime as reasonably possible, but you acknowledge that this may not be possible. 12.3. Any communication using the internet may be affected by events outside our reasonable control.

  13. Orders from buyers 13.1. When a buyer orders services from you on the Platform, they must accept our standard terms and conditions of purchase which are linked to from the checkout page. 13.2. When a buyer orders services from you on the Platform, we (acting as your agent in your name and on your behalf) will: (a) promptly inform you of the purchase via the supplier interface; (b) charge the buyer an administration fee for acting as the intermediary to the transaction and arranging the invoice and certification (c) instruct you to submit an invoice raised directly by you for payment to be received directly from the buyer; and (d) instruct you following your confirmation of payment from the buyer, to confirm issue of the certificate to the buyer.

  14. What to do when we tell you about an order 14.1. When we tell you about an order, you will: (a) using the supplier interface, inform us as soon as possible if you are unable to supply the services; and (b) in all other cases, supply the services to the buyer in the way and within the timescales set out in your listing of the relevant service.

  15. Dealing with buyers 15.1. You will deal promptly and professionally with any questions or enquiries from buyers about orders using the supplier interface. 15.2. You will liaise with us if any buyer question or enquiry relates to any part of the process we are involved in, including the Platform. 15.3. We will notify you if a buyer contacts us seeking to cancel an order. When we do so, or when a buyer contacts you directly seeking to cancel an order, you must comply with any commitments you made in your product listing or other marketing or advertising. 15.4. We will notify you if a buyer complains to us about you or your services, including any complaints that services have not been supplied or that cancelled orders have not been refunded. 15.5. You will deal with all complaints we tell you about, and all complaints you receive directly from buyers, in a proper and professional manner. 15.6. If, in relation to a complaint, a dispute or an agreed refund, you do not engage with a buyer or carry out any commitment you have made in your product listing or other marketing or advertising, we may refund or compensate the buyer on your behalf. If we do so, you will indemnify us in full and on demand for all payments we make to such buyer. 15.7. If you have a dispute with one or more buyers, you release us from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

  16. Your communication with buyers 16.1. You will use the supplier interface of the Platform to communicate with buyers who have ordered, or who have enquired about, the services you have listed for purchase on the Platform. 16.2. If a buyer has contacted you directly outside of the Platform in connection with services you have listed on the Platform, you will refer that buyer to the Platform for continued communication and for any purchase of such services. 16.3. You will not ask, encourage or direct any buyer to purchase any services you have listed on the Platform directly from you or any third party outside of the Platform.

  17. Our fees 17.1. To list services for purchase on the Platform, we will charge you the sums set out at registration or, if different, at the time the listing was made. If no sums are set out at registration or at the time the listing was made, we will charge you the sum of £5 GBP for each listing, [which will be payable via the supplier interface at the time the listing is made]. 17.2. Unless otherwise stated, listings may only be purchased in blocks of 10 at any time.

  18. Promotion outside of the Platform 18.1. You may publicise your listings on the Platform outside of the Platform, for example, on social media. If you do so, you must ensure you do not: (a) in any way ask, encourage or direct any prospective buyer to purchase any services you have listed on the Platform directly from you or any third party outside of the Platform; and (b) in any way suggest that you or the services you have listed for purchase on the Platform are endorsed, controlled or created by us. 18.2. As soon as reasonably possible after you withdraw from the Platform, you will remove any content that suggests you list services for purchase on the Platform from any places you control, and you will use your best efforts to remove such content from any places owned by any third parties.

  19. Branding and intellectual property rights You grant us a non-exclusive, worldwide, royalty-free and sublicensable licence to host, reproduce, display and publish any content, data or information (including any registered or unregistered intellectual property rights) you provide to us in connection with you and the services you list for purchase on the Platform. The licence is granted for the period in which you remain registered with the Platform and for the purposes of listing and selling your services on the Platform.

  20. Processing of personal data 20.1. We will process any personal data you provide to us in accordance with our privacy policy located on this portal 20.2. We and you may share with each other the following types of personal data collected in connection with the Platform (“shared personal data”): (a) names, addresses and contact details of buyers; (b) information about orders for your services; and (c) information about buyer queries and complaints. 20.3. We and you agree that we will only process shared personal data which we receive from the other for the following purposes: (a) fulfilling orders for your services; (b) dealing with queries and complaints from buyers; and (c) dealing with each other's employees and individuals working with other organisations for the purposes of operating the Platform and these terms and conditions. 20.4. We and you will comply with all obligations imposed on a controller under UK data protection law. We and you will: (a) ensure all necessary notices, consents and lawful bases are in place to enable lawful transfer of shared personal data to the other, as well as to their employees and the entities they use in connection with these terms and conditions (“permitted recipients”); (b) give full information to any data subject whose personal data may be processed under these terms and conditions about the nature of such processing; (c) not disclose or allow access to shared personal data to anyone other than permitted recipients; (d) ensure all permitted recipients are subject to written contractual obligations concerning shared personal data which are no less demanding than those imposed by these terms and conditions; (e) ensure that appropriate technical and organisational measures are in place to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and (f) not transfer any shared personal data received outside the UK.

  21. Termination 21.1. We can end our relationship with you, including the effect of these terms and conditions, and withdraw your rights to access and use the Platform at any time and for any reason. 21.2. You can end your relationship with us, including the effect of these terms and conditions, at any time by deleting your supplier profile and withdrawing your use of the Platform.

  22. Indemnity You will indemnify us in full and on demand for any losses or costs, including reasonable legal fees, we incur arising out of any breach by you of these terms and conditions, your improper use of the Platform, or your breach of any law or the rights of a third party.

  23. Liability 23.1. We will not be in breach of these terms and conditions or otherwise liable for any failure or delay in performing our obligations if such delay or failure results from an event or sequence of events beyond our control. 23.2. We try to keep the Platform safe, secure, and functioning properly, but we provide no guarantee as to the continuous operation of or your access to the Platform. 23.3. We will not be liable to you in contract, tort (including negligence) or otherwise for any indirect losses, or any of the following losses (whether direct or indirect): loss of data, loss of profits, loss of revenue, loss of business or business opportunity, goodwill, reputation or business interruption or for any losses which are not reasonably foreseeable by us, regardless of however such losses arises. 23.4. We cannot and do not confirm, and we are not responsible for ensuring, the accuracy or truthfulness of buyers’ purported identities or the validity of the information which they provide to us or post on the Platform. 23.5. Nothing in these terms and conditions operates or seeks to exclude or limit liability for any losses that cannot be excluded or limited by applicable law. Any exclusions or limitations of liability in these terms and conditions will be subject always to this section 23.5. 23.6. Our total liability to you under or in connection with these terms and conditions and the Platform will not exceed a sum equal to 100% of the commission we have received from purchases of your services on the Platform.

  24. General 24.1. If any provision of these terms and conditions is held to be unenforceable, such provision will be struck out and will not affect the enforceability of the remaining provisions. 24.2. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. 24.3. We may amend these terms and conditions at any time. All amended terms and conditions will automatically be effective as soon as they are uploaded on to the Platform. Your continued access to and use of the Platform will constitute your acceptance of the updated terms and conditions. 24.4. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these terms and conditions. 24.5. No third party who is not a party to these terms and conditions has any right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any provision of these terms and conditions. 24.6. These terms and conditions and all policies posted on the Platform are the entire agreement between you and us, and they supersede all prior understandings and agreements between you and us. 24.7. These terms and conditions and your access to and use of the Platform will be governed by the law of England and Wales. The courts of England and Wales will have exclusive jurisdiction to settle and dispute or claim arising out of or in connection with these terms and conditions and your access to and use of the Platform.