TERMS AND CONDITIONS

NOTICE: Please read these Terms of Use carefully. These Terms of Use govern your access and use of this website (the “Portal”). By using the Portal, you agree to these Terms of Use. You may not use the Portal if you do not accept these Terms of Use.

Boyds ("Client") and the Trustees of the Plan have arranged for you to have access to the Portal, which is operated and managed for our Client by Buck Consultants (Administration & Investment) Limited ("Buck Consultants", "our", "us" or "we").

In these Terms "you" and "your" means each individual (whether acting for their own purposes, or on behalf of another individual or legal entity) or legal person who uses the Portal and/or the Services.

  1. ACCEPTANCE OF TERMS
    1. Please read these Terms of Use carefully before you start to use the Portal and/or the information and services available to you from the Portal (the "Services").
    2. We draw your attention in particular to:
      • our Privacy Notice, which can be found here
      • our Acceptable Use Policy at clause 6 below;
      • clause 11 (Data Protection) which sets out further information as to how we use your personal information; and
      • clause 13 which sets out our liability to you.
    3. For your own benefit and protection, please ask for further information if you do not understand any point before you accept these Terms of Use.
  2. INFORMATION ABOUT US AND THE SERVICES
    1. This Portal and the Services are operated and managed for our Client by Buck Consultants (Administration & Investment) Limited. Buck Consultants is a private limited liability company registered in England and Wales under company number 1034719 and has its registered office at 20 Wood Street, London, EC2V 7AF. You may also email us at: Boydshares@buck.com Our VAT number is GB 863 338 901.
    2. For certain services and activities, we are authorised and regulated by the Financial Conduct Authority ("FCA") with reference number 115057. The FCA's address is 25 The North Colonnade, Canary Wharf, London E14 5HS, UK. If in providing this Portal we provide services and perform activities for which we are regulated by the FCA, we will provide you, if required, with separate Retail Client Terms of Business, which set out the terms and conditions on which we will provide such services and perform such activities, otherwise you should rely on these Terms of Use.
    3. In these Terms of Use, references to "our Group" are to the group of companies of which Buck Consultants is a member.
    4. The Services permit you to (a) view and use various materials, including all information, documents, and other content on the Portal relating to your stock holdings and financial modelling tools, and (b) subject to any other requirements that our Client may specify, access the online stock option exercise services.
    5. By using the Portal you elect for all forms of communication relating to your employee share plan (the “Plan”) to be sent or made available to you electronically. This includes (but may not be limited to) notice of meetings, Annual Reports, Forms of Direction and Dividend Tax Voucher.
    • eProxy Voting
    1. If as a participant of the Plan you have been provided with the facility to electronically instruct the trustee of the Plan as to how to vote on your behalf in accordance with the rules of your Plan ("eProxy Voting"), you may do so by using the online form of direction ("Form of Direction") specific to your Plan.
    2. A Form of Direction shall only be valid if it is unconditional, correctly completed, submitted and received via this Portal on or before the date specified within the Form of Direction. If the Form of Direction is found not to comply with these requirements, the trustee of the Plan and/or Buck Consultants reserves the right to treat any such Form of Direction as invalid.
    3. A completed Form of Direction shall be deemed as received when it is recorded by Buck Consultant's server in a way capable of being reproduced in legible form.
    4. You will only be able to submit a completed Form of Direction once you have confirmed your identity by re-entering your individual online password. Buck Consultants shall be entitled (but not obliged) to undertake further checks to ensure that the Form of Direction has been properly authorised by you, including, for example, by requesting a written confirmation of the vote.
    5. In the event that more than one Form of Direction is received by Buck Consultants (via any medium) then the last relevant and valid Form of Direction received shall override all previous directions.
    6. Buck Consultants accepts no liability for a Form of Direction which is received after the due date or which is accepted or rejected by it in good faith.
  3. ACCESSING THE PORTAL
    1. The Portal is made available only to those authorised by us and our Client to use it ("Authorised User"). By using the Portal, you represent and warrant to us that you are an Authorised User.
    2. You are responsible for making all arrangements necessary for you to have access to the Portal, including obtaining the consents and approvals necessary for you to become an Authorised User.
    3. We may grant different access and user rights to different users of the Portal. Only administrator users shall be entitled to upload content to, and delete and modify content on, the Portal.
    4. In order to gain access to the Portal, you must provide us with certain personal information, which will be used to create a user account for you. You must ensure that all information that you provide to us is accurate, complete and up to date. You must promptly update the information that you provide, when changes occur. You can access and update the information you provided us with in accordance with the process set out in the personal details area of this Portal. The submission of misleading information may lead to the cancellation of your right to use this Portal.
    5. Where you provide us with any information relating to another person, you represent and warrant to us that you have all necessary consents from that person to provide such provision.
    6. We agree to, and you agree that we may collect, use and store your information only in accordance with these Terms.
  4. SECURITY
    1. You must keep your account details (including login and password) confidential. You must inform us immediately if you know or have reason to believe that your login or password has become known to anyone else other than ourselves, or if the login or password is being, or is likely to be, used in an unauthorised manner. Until you notify us, you are fully responsible for any and all activities that occur under your account.
    2. We have the right, at any time without notice, to disable any user identification code, login or password, whether chosen by you or allocated by us if in our opinion you have failed to comply with any of the provisions of these Terms of Use.
  5. AVAILABILITY OF THE PORTAL
    1. Access to the Portal is permitted on a temporary basis, and we reserve the right at any time without notice to terminate, withdraw, modify or discontinue your access to or use of, the Portal and/or the Services. In particular, we reserve the right to suspend or terminate your access to the Portal (or portions of it) without notice if at any time we believe that you are using the Portal or the Services in any way that is contrary to these Terms of Use or that the continued provision of the Portal or the Services may expose us to any liability.
    2. We will not be liable if for any reason the Portal or any part of it is unavailable at any time or for any period.
    3. From time to time we may restrict access to all or part of the Portal.
    4. You are responsible for obtaining access to the Internet and making all arrangements necessary for you to have access to the Portal and take advantage of the Services and you, or your employer where you are accessing the Portal from your place of work through your work systems, are responsible for paying any service fees, telephone charges or other costs associated with such access.
    5. If you choose to access the Portal from a location outside of the UK, you are responsible for compliance with local laws relating to such access, including when viewing or using the content of the Portal, if and to the extent local laws are applicable. If you access the Portal anywhere other than in the UK, you will be warranting that it is legal for you to view the Portal in that jurisdiction and that the Terms of Use and your use of the Portal and/or the Services comply with all applicable local laws.
  6. ACCEPTABLE USE POLICY
    1. When using the Portal, you must comply with our Acceptable Use Policy set out in this clause 6.
    2. You may use Portal and the Services only for lawful purposes. You may not use the Portal or the Services:
      1. in any way that breaches any applicable local, national or international law or regulation;
      2. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
      3. for the purpose of harming or attempting to harm minors in any way;
      4. in any way to send unsolicited (commercial or otherwise) e-mail ("Spam") or any material for marketing or publicity purposes, or any similar abuse of either;
      5. to send, knowingly receive, upload, download, publish, post, distribute, disseminate or otherwise transmit, use or re-use any material or information which has not been authorised by us or which is inaccurate, illegal, defamatory, offensive, infringing, obscene, indecent, unsolicited, unauthorised or otherwise unlawful or objectionable or which may expose you or us to legal action or reputational damage, or procure any of the foregoing;
      6. to threaten, harass, stalk, abuse, disrupt, or otherwise violate the rights (including rights of privacy and publicity) of, others; or
      7. to send or upload any material or knowingly transmit any data that is corrupt or contains viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
    3. You also agree not to:
      1. reproduce, duplicate, copy, re-sell, or otherwise use any part of the Portal, the content provided through it or the Services in contravention of the provisions of these Terms of Use;
      2. download or copy information or use any part of the materials or content on or provided through the Portal for personal commercial gain or for the benefit of a third party supplier of similar services, or sell or trade in any of the content or other material copied or downloaded from the Portal;
      3. obtain or attempt to obtain unauthorised access to (by whatever means) or interfere with, damage or disrupt: any part of the Portal or the Services; any other services or computer systems, equipment or software used in the provision of the Portal; any areas of our, or any of our partners' networks which are identified as restricted, or intentionally or recklessly do anything which may interrupt or impair their functionality;
      4. modify, access or make available data stored on a computer or device which you have accessed through our network, when either: the owner of the data, computer or device has taken steps to prevent you from doing this; or the owner has expressed a wish that you do not do this;
      5. make available or upload files that contain software or other material, data or information not owned by or licensed to you or collect information about others (e.g. names/addresses) without their prior consent;
      6. create, check, confirm, update, modify or amend another person's details, records or databases or impersonate another person or use a false name or a name you are unauthorised to use or create a false identity or e-mail address or try to mislead us or others as to the identity or origin of any communications or to provide inaccurate or unreliable contact details;
      7. use data mining, robots or similar data gathering and extraction tools; or
      8. falsify the true ownership of software or other material or information contained in a file made available via the Portal or the Services.
    4. Whenever you are asked to provide information in connection with the Portal or the Services, you agree to provide true, accurate, current and complete details. It may not be possible to provide you with the Services if you do not provide the minimum mandatory information required. You do not have to provide us with any optional information requested. Please notify us immediately of any changes in the mandatory information.
    5. The Portal is not directed to children under the age of 16.
    6. We will determine, in our discretion and acting reasonably, whether there has been a breach of this Acceptable Use Policy through your use of the Portal.
    7. Failure to comply with this Acceptable Use Policy constitutes a material breach of these Terms of Use and may result in our immediate, temporary or permanent withdrawal of your right (if any) to use the Portal and/or the Services or any posting or material uploaded by you to the Portal, our taking legal action against you and/or disclosure of such information to law enforcement authorities as we reasonably feel is necessary. The responses described are not limited, and we may take any other action we reasonably deem appropriate.
  7. INTELLECTUAL PROPERTY RIGHTS
    1. We, our Client are the owner or licensee of all copyright and other intellectual property rights in the Portal (including, without limitation, any HTML source code) and in the material (including, without limitation, all graphics, text, images, sounds, video and other media) and information published on it, including any software. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
    2. Except as expressly provided for in these Terms of Use or permitted by law, neither the Portal, nor such material or information (or any part(s) thereof) may be used, transmitted, copied, reproduced, distributed, republished, downloaded (except for page caching as required to view the Portal on the Internet in accordance with these Terms of Use), modified, displayed, posted, adapted or decompiled in any form or by any means.
    3. Except as is permitted by these Terms of Use, you must not use any part of the materials or information on the Portal for any commercial purpose, or otherwise, without first obtaining a licence to do so from us or our licensors.
    4. You may print off a reasonable number of copies, and may download extracts, of any page(s) from the Portal for your personal reference.
    5. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
    6. Our status (and that of any identified contributors) as the authors of material on the Portal must always be acknowledged.
    7. If you print off, copy or download any part of the Portal in breach of these Terms of Use, your right to use the Portal will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
  8. TRADE MARKS, SERVICE MARKS AND TRADING NAMES
    1. All page headers, graphics, button icons, trade marks, service marks, get-up and logos appearing on the Portal belong to us, our Client or our licensors and you agree not to display or use (or misuse) the same in any manner or display or use (or misuse) product names or company names without our or the respective owner's prior written permission.
  9. THIRD PARTY CONTENT, PRODUCTS & SERVICES
    1. You may be able to apply for or request a change to certain products or services via the Portal. These products or services are not provided by us but are instead provided by third parties for whom we are not responsible and are governed by separate terms and conditions of supply.
    2. If you apply to buy, sell or request a change to any product or service where this option is available through the Portal, you will be contracting with a third party or Buck Consultants (acting in a capacity other than as provider of the Portal) who will be providing, selling or making a change in relation to that product or service on their own terms and conditions (being, in the case of Buck Consultants, its Retail Client Terms of Business) and you are responsible for ensuring that you understand and agree with those terms and conditions before entering into such a contract. The buying, selling or making of a change in relation to the product or service will only be concluded once your application has been accepted and processed by the relevant third party or Buck Consultants acting in its capacity other than as provider of the Portal. You will receive confirmation when your application has been accepted.
    3. You agree that, under these Terms of Use, we are not responsible or liable for any loss or damage you may suffer or incur in connection with the terms and conditions applying to any contract entered into or varied by you with any third party or, if applicable, Buck Consultants under its Retail Client Terms of Business, in relation to any product or service or for any acts, omissions, errors or defaults of any third party or Buck Consultants in connection with those terms and conditions.
    4. It is your responsibility to seek independent advice or otherwise satisfy yourself that you wish to buy, sell or request a change to any product or service before doing so.
    5. Please be aware that the information and descriptions of products or services on the Portal may not contain full descriptions of all the features and terms and conditions of those products or services and that you must ensure that you carefully read all the features and terms and conditions of any product or service before applying for, selling or requesting a change to it.
  10. RELIANCE ON INFORMATION POSTED
    1. Commentary and other information or materials (including without limitation text, graphics, links and other items, whether incorporated in advertising materials, materials relating to us, or our products or services or those of any other person, company or entity or otherwise) posted on the Portal are not intended to amount to advice on which reliance should be placed.
    2. The information contained in the Portal is not an invitation to invest in insurances, shares or other securities, or any other products or services or otherwise to deal in these or enter into a contract with Buck Consultants in its capacity as provider of the Portal or the Services or any other person, company or entity. Except in relation to products or services covered by a Retail Client Terms of Business you may have entered into with Buck Consultants (in which case any claim by you must be brought under those terms):
      1. the information provided should not be relied upon in connection with any investment decision and should be verified with the relevant third party provider of the information. You should always seek appropriate professional advice in relation to such decisions; and
      2. any reference to any product or service including the services which have been or may be provided by Buck Consultants or any other person, company or entity does not amount to a promise under these Terms that such product or service will be available at any time.
    3. Nothing on the Portal is, or shall be deemed to constitute:
      1. financial, investment or other advice or a recommendation or endorsement or arrangement by us; or
      2. an offer by us to sell to you any product or service or to enter into any contract with you in our capacity as provider of the Portal in respect of any product or service.
    4. You should always check the suitability, adequacy and appropriateness of the information or product or service that is of interest to you and it is your sole decision whether to make or refrain from making a decision based upon the information (including buying, selling or requesting a change in relation to any product or service).
    5. Your dealings with any third parties, in particular third party suppliers of products or services or alternative arrangements that you may select or other third parties referenced on the Portal, through the Portal and/or Services, and any terms, conditions, warranties or representations with such third parties, are solely between you and the third party.
  11. DATA PROTECTION
    1. By submitting data or information to us and/or using the Portal, you consent to the use, processing and transfer of your personal information as described in this clause 11 and you warrant that all data and information provided by you is complete, true and accurate. Where you provide us with any information relating to another person (including sensitive personal information), you represent and warrant to us that you have all necessary consents in relation to the provision of such information.
    2. We may receive your personal information from (a) our Client; and/or (b) you. We are not responsible for ensuring that our Client is entitled to transfer your personal information to us so that we may lawfully use, process and transfer the personal data for the purposes described below.
    3. We may process your personal information (on our Client’s behalf or otherwise) for the purposes of:
      1. performing our obligations under our contract without Client , which includes the provision of the Portal (“Client Agreement”); and
      2. providing the Portal to you and other portal users in a secure manner. Further information about how we process your personal information for this purpose can be found in our Privacy Notice.
    4. In relation to our processing of personal information for the purpose set out in clause 11.2(a) above, we shall process your personal information only in accordance with the terms of the Client Agreement and any lawful instructions reasonably given to us by our Client from time to time.
    5. You acknowledge and agree that your personal information may be transferred or stored outside the European Economic Area ("EEA") or the country where you, and/or our Client are located in order to provide the Portal. It may also be processed by staff operating outside the EEA who work for us or for one of our or our Group member's suppliers or subcontractors (for example, the third party supplier which hosts the Portal on our behalf).
    6. Where personal data is transferred to and stored in a country not determined by the European Commission as providing adequate levels of protection for personal data, we take steps to provide appropriate safeguards to protect your personal data, including entering into standard contractual clauses approved by the European Commission, obliging recipients to protect your personal data. If you would like further information on the specific mechanism used by us when transferring your personal data outside of the EEA, please contact us using the details set out at the end of these Terms of Use.
    7. We shall take appropriate technical and organisational measures against unauthorised or unlawful processing of your personal information or its accidental loss, destruction or damage.
    8. We shall not be subject to any obligations of confidentiality regarding submitted information except as otherwise specifically agreed or required by law.
    9. We reserve the right to monitor and track your visits to the Portal.
    10. Please check the terms of our Client (your employer’s and/or the plan’s trustees’) privacy policy for further information as to how our Client use your personal information.
    11. Given that the Internet is a global environment, using the Internet to collect and process information and personal data necessarily involves the transmission of data on an international basis. Therefore, by browsing the Portal and communicating electronically with us, you acknowledge our processing of information and personal data in this way.
    12. Unfortunately, the transmission of information via the Internet is not completely secure. We cannot guarantee the security of your data transmitted over the Internet; any transmission is at your own risk. Once we have received your information, we will use appropriate procedures and security features to try to prevent unauthorised access.
  12. CHANGES TO THE PORTAL
    1. We aim to update the Portal regularly, and may delete, suspend, revise or otherwise change the content and/or services it provides (or any part thereof) at any time in our sole discretion. We may suspend access to the Portal, or close it indefinitely. We do not monitor every item of information on the Portal.
    2. We may at our sole discretion (but acting reasonably) terminate your access to some or all of the Portal or the services provided by it with or without notice where it is reasonable in the circumstances to do so.
  13. OUR LIABILITY
    1. Nothing in these Terms of Use:
      1. affects our liability for death or personal injury arising from our negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be excluded or limited under any applicable law; or
      2. excludes our obligation to adhere to the rules and regulations imposed on us by the FCA, which will apply at all times.
    2. Except to the extent otherwise expressly set out in any Retail Client Terms of Business you have entered into with Buck Consultants or as set out in clause 13.1 above, we, the other members of our Group, our Group's officers and employees and all third parties engaged by us, hereby expressly exclude liability for any losses or damage however caused incurred by any Authorised User in connection with the Portal and/or the Services, or in connection with the use, inability to use, or results of the use of the Portal and/or the Services, any websites linked to it and any materials or information posted on it, whether they are directly associated with the incident that causes you to claim or not. This includes, without limitation, any liability for:
      1. loss of income or revenue;
      2. loss of profits or contracts;
      3. loss of anticipated savings;
      4. delays or failures you may experience in initialising, conducting or completing any transmission or transactions on or in connection with the Portal; and
      5. actions taken in response to breaches of our Acceptable Use Policy set out at clause 6 above.
    3. While certain precautions have been taken to detect computer viruses and ensure security, we cannot guarantee that the Portal and the Services are virus-free and secure. We shall not be liable for any loss or damage which occurs as a result of any virus or breach of security, including without limitation any distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Portal or the Services or to your downloading of any material posted on it, or on any website linked to it. You shall therefore be responsible for protecting your computer systems from exposure to viruses by the use of anti-virus software, firewalls and any other technical measures necessary. We give no warranties as to the compatibility of the Portal or the Services with your computer systems, software and/or hardware.
    4. The Portal may contain links to other websites or resources. We are not responsible for the availability of such external sites or resources, and we shall not be responsible or liable, directly or indirectly, for the content of such websites (including without limitation the privacy policies, any advertising, contents, products, goods or other materials or services on or available from such websites), the use others make of these websites or resources, or from damage loss or offence caused by or in connection with the use of or reliance of any materials, products or services available on such websites or resources.
    5. We do not charge you a separate fee for access to and use of the Portal or the Services. On this basis and except to the extent otherwise expressly set out in any Retail Client Terms of Business you have entered into with Buck Consultants or as set out in clause 13.1 above, our total liability (and the total liability of other members of our Group, our Group's officers and employees and all third parties engaged by us) for any losses suffered by you as a result of or in connection with your use of the Portal and/or Services will be limited to £100.
    6. Except as otherwise noted herein, the materials and services provided on the Portal are provided "as is", without any warranties or representations of any kind, including warranties and conditions of merchantability, fitness for a particular purpose, title or non-infringement of intellectual property. To the extent permissible, any implied warranties or representations are limited to the fullest extent permitted by law. We make no warranties, representations, or conditions of any kind regarding the sites, services, products, programs or other offerings of third parties referenced on or accessible by means of the Portal. We also take no responsibility for the actions of hackers or viruses that may damage your computer system or data resulting from your access to or use of the Portal.
  14. YOUR OBLIGATIONS IF YOU BREACH THE TERMS OF USE
    1. You will be responsible for any losses and/or expenses that we suffer which are the result, and which a reasonable person would consider to be the probable result, of you being negligent, acting fraudulently or breaching these Terms of Use or any applicable laws in your use of the Portal and/or the Services.
  15. UPLOADING MATERIAL TO THE PORTAL
    1. Whenever you make use of a feature that allows you to upload material to the Portal, or to make contact with other Authorised Users of the Portal, you must comply with the content standards set out in our Acceptable Use Policy at clause 6 above.
    2. If you post any material (including information) on the Portal, you agree to grant us a perpetual, irrevocable, royalty-free, transferable, assignable, sub-licensable licence to use that material as we see fit without notice to you unless otherwise agreed in writing between you and us. Any such material will be considered non-confidential and non-proprietary, and you agree that we have the right to use, copy, distribute and disclose to third parties any such material for any purpose free of any intellectual property and moral rights. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to the Portal constitutes a violation of their intellectual property rights, or of their right to privacy.
    3. We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other Authorised User of the Portal.
    4. We reserve the right, but without obligation, to monitor, moderate, edit or remove any materials posted on the Portal.
  16. VIRUSES, SECURITY AND COMPATIBILITY
    1. You must not misuse the Portal by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Portal, the server on which the Portal is stored or any server, computer or database connected to the Portal. You must not attack the Portal via a denial-of-service attack or a distributed denial-of service attack or in any other way.
    2. By breaching the requirements of clause 16.1, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Portal will cease immediately.
  17. LINKING TO THE PORTAL
    1. You may link to our home page, provided we do not object and you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
    2. The Portal must not be framed on any other website, nor may you create a link to any part of the Portal other than the home page. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with the content standards set out in these Terms of Use.
  18. LINKING FROM THE PORTAL
    1. From time to time the Portal may also include links to other third party websites or resources. These links are intended to provide further information only and are not intended to signify that we endorse such websites and/or resources or related products or services or are in any way affiliated with the linked websites or have investigated, verified or monitored any of them.
    2. Such linked websites or resources are independent from Buck Consultants and we have no control over their content. We have no responsibility for the content of any linked website or resource, its use or the products and/or services made available through it or for any loss or damage that may arise from your acquisition or use of any of them. It is your responsibility to check the terms and conditions of any other websites or resources you may visit and you use them and the products and/or services made available through them at your own risk.
    3. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies or the protection and privacy of any information that you provide or which may be collected from you (whether automatically or otherwise). Please check these policies before you submit any personal data and information to these websites. We recommend that you check the policy of each website you visit and contact the owner or operator of such website if you have any concerns or questions.
  19. GENERAL
    1. Each of the provisions of these Terms of Use (or part of any provision) is severable. If any such provision is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction that shall not affect or impair the legality, validity or enforceability in that jurisdiction of the other provisions of these Terms of Use (and the provision itself shall apply with the minimum modification necessary to make it legal, valid and enforceable), or of that or any provision in any other jurisdiction.
    2. A failure or delay by us in enforcing compliance with any provision of these Terms of Use shall not be a waiver of that or any other provision of these Terms of Use. None of these Terms of Use shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any third party except to the extent any such term is expressed for the benefit of our Group, our Group's officers and employees and/or all third parties engaged by us in which case each may enforce such term to the extent we are not able to do so on their behalf ("Buck Third Parties"). Notwithstanding the creation of any such third party rights, we and you may rescind, vary or amend or terminate these Terms of Use without the consent of any Buck Third Party.
    3. You may not assign any of your rights or obligations under these Terms of Use.
    4. The headings used in these Terms of Use are for convenience only and shall not affect their interpretation.
    5. In these Terms of Use, unless specified to the contrary, use of the singular is deemed to include the plural, use of any gender is deemed to include every gender and any reference to a person is deemed to include a corporation, a partnership and any other body or entity, and (in each case) vice versa.
  20. ENTIRE AGREEMENT

    These Terms of Use constitute the whole and only agreement and understanding between you and us in relation to their subject matter and the use of the Portal and the Services. Except in case of fraud, all previous agreements, understandings, undertakings, representations, warranties, promises and arrangements of any nature whatsoever between you and us with any bearing on the subject matter of these Terms of Use or your use of the Portal or the Services are superseded and extinguished, except insofar as any such thing is expressly stated in these Terms of Use (together with the documents referred to in these Terms of Use).

  21. VARIATIONS

    We may revise these Terms of Use at any time. Any such changes that we may make to these Terms of Use will be posted on this page as amended terms and, in the event of any change, you will be asked to accept the amended Terms of Use by clicking on the button marked "Accept".

  22. NOTICES, JURISDICTION AND APPLICABLE LAW
    1. You agree that any notices and other communication (even those that would normally be required to be given in writing) may be given by us by e-mail or posted on the Portal and this will comply with any legal requirement for such communications to be in writing. You also agree that any notice or other communication made in such manner will be deemed received by you one hour after e-mail or posting.
    2. The English courts will have exclusive jurisdiction to hear and determine or otherwise settle any claim, suit, dispute or action arising out of or in connection with these Terms of Use or their subject matter or a visit to the Portal or use of the Services, although we retain the right to bring proceedings against you for breach of these Terms of Use in your country of residence or any other relevant country.
    3. These Terms of Use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
  23. YOUR CONCERNS OR QUESTIONS

    If you have any concerns about the Portal or the Services or the material which appears on the Portal, please contact us at Boydshares@buck.com

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