Bots For That LTD - Terms and Conditions

1. Interpretation

   
   

   1. The following definitions and rules of interpretation apply in this agreement:

      Authorised User: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Bots-For-That Service.

      Bots-For-That: Bots For That Limited (Company number 08348221).

      Bots-For-That Service: the services described on the Website from time to time in relation to the Subscription Plan.

      Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

      Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

      Charges: the sums payable for the Subscription Plan as set out on the Website on the date of subscription and amended from time to time pursuant to clause 8.4.

      Controller, personal data, and processing: as defined in the Data Protection Legislation.

      Customer: the person agreeing to these terms and conditions on the Website.

      Customer Data: the data made accessible to Bots-For-That by the Customer or Authorised Users for the purpose of the Bots-For-That Service.

      Data Protection Legislation:

      1. To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data.

      2. To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Customer or Bots-For-That is subject, which relates to the protection of personal data.

         Deliverables: any output of the Bots-For-That Service.

         EU GDPR: the General Data Protection Regulation ((EU) 2016/679).

         Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

         Payment Terms: the payment terms applicable to the Subscription Plan, as set out on the Website.

         Software: the online software applications provided by Bots-For-That as part of the ‘Bots-For-That’ Services.

         Subscription Plan: the subscription plan ordered by the Customer, as varied from time to time in accordance with clause 2.2.

         Trial Period: the period of one month from the date on which the Customer subscribes.

         UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

         VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.

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

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

         Website: https://botsforthat.com/ or any other website notified to the Customer by Bots-For-That from time to time

         
         

   2. Clause headings shall not affect the interpretation of this agreement.

      
      

   3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

      
      

   4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

      
      

   5. Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.

      
      

   6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other gender.

      
      

   7. This agreement shall be binding on, and endure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.

      
      

   8. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.

   9. A reference to writing or written includes fax and email.

      
      

   10. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

       
       

   11. References to clauses are to the clauses of this agreement.

       
       

   12. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

       
       

2. Commencement, duration and variation

   
   

   1. This agreement shall commence on the date on which the Customer subscribes on the Website and shall continue, unless terminated earlier in accordance with clause 13 (Termination), until either party gives to the other party written notice of at least thirty days to terminate. Where the Subscription Plan is annual, the Customer shall not be entitled to a refund of Charges (and where the current year’s Charges are outstanding, those Charges shall remain due and payable).

      
      

   2. The Customer shall be entitled to change to another Subscription Plan at any time. The Charges shall be adjusted from the effective date of the change and an additional pro-rata payment from the Customer or refund from Bots-For-That shall be made, as applicable.

      
      

3. Bots-For-That Service

   
   

   1. Subject to the terms and conditions of this agreement, Bots-For-That grants to the Customer a non- exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Bots-For-That Service under the Subscription Plan during the term of this agreement, solely for the Customer's internal business operations.

      
      

   2. In relation to the Authorised Users, the Customer undertakes that:

      1. the maximum number of Authorised Users that it authorises to access and use the Bots-For- That Service shall not exceed the number of user subscriptions specified in the Subscription Plan;

      2. it will not allow or suffer any user subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Bots-For-That Service;

      3. each Authorised User shall keep a secure password for his/her use of the Bots-For-That Service and that each Authorised User shall keep his password confidential;

      4. it shall maintain a written, up to date list of current Authorised Users and provide such list to Bots-For-That within 5 Business Days of Bots-For-That's written request at any time or times;

      5. it shall permit Bots-For-That or Bots-For-That's designated auditor to audit the Bots-For-That Service in order to establish the name and password of each Authorised User and the Customer's data processing facilities to audit compliance with this clause. Each such audit

         may be conducted no more than once per quarter, at Bots-For-That's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;

      6. if any of the audits referred to in clause 3.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Bots-For-That's other rights, the Customer shall promptly disable such passwords and Bots-For-That shall not issue any new passwords to any such individual; and

      7. if any of the audits referred to in clause 3.2(e) reveal that the Customer has underpaid Bots- For-That, then without prejudice to Bots-For-That's other rights, the Customer shall pay to Bots-For-That an amount equal to such underpayment within 10 Business Days of the date of the relevant audit.

      
      

   3. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Bots-For-That Service that:

      1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

      2. facilitates illegal activity;

      3. depicts sexually explicit images;

      4. promotes unlawful violence;

      5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

      6. is otherwise illegal or causes damage or injury to any person or property,

      
      

      and Bots-For-That reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.

      
      

   4. The Customer shall not:

      1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this clause:

         1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or

         2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

      2. access all or any part of the Bots-For-That Service in order to build a product or service which competes with the Bots-For-That Service; or

      3. use the Bots-For-That Service to provide services to third parties; or

      4. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Bots-For-That Service available to any third party except the Authorised Users, or

      5. attempt to obtain, or assist third parties in obtaining, access to the Bots-For-That Service, other than as provided under this clause 3; or

      6. introduce or permit the introduction of any Virus or Vulnerability into Bots-For-That's network and information systems.

      
      

   5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Bots-For-That Service and, in the event of any such unauthorised access or use, promptly notify Bots-For-That.

      
      

   6. The rights provided under this clause 3 are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer.

      
      

4. Customer data

   
   

   1. Each party will comply with all applicable requirements of the Data Protection Legislation. This clause 4 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

      
      

   2. The parties acknowledge that for the purposes of the Data Protection Legislation, each party is an independent controller..

      
      

   3. Without prejudice to the generality of clause 4.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful processing of the Personal Data by Bots-For- That for the duration and purposes of this agreement.

      
      

   4. The Customer acknowledges and agrees that in the event of any loss or damage to Customer Data, the Customer is responsible for restoring the lost or damaged Customer Data.

      
      

5. Third party providers

   
   

   The Customer acknowledges that the Bots-For-That Service may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third- party websites and that it does so solely at its own risk. Bots-For-That makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Bots-For-That. Bots-For-That recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Bots-For-That does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Bots-For-That Service.

   
   

6. Supplier's obligations

   
   

   1. Bots-For-That:

      1. does not warrant that:

         1. the Customer's use of the Bots-For-That Service will be uninterrupted or error-free; or

         2. the Software or the Bots-For-That Service will be free from Vulnerabilities.

      2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Bots-For-That Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

      
      

   2. Bots-For-That shall use commercially reasonable endeavours to make the Bots-For-That Service available 24 hours a day, seven days a week, except for:

      1. planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and

      2. unscheduled maintenance performed outside Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 6 Business Hours' notice in advance.

      
      

   3. The Supplier will, as part of the Bots-For-That Service provide the Customer with the support services specified in relation to the Subscription Plan (including support hours).

      
      

   4. This agreement shall not prevent Bots-For-That from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

      
      

   5. Bots-For-That shall follow its standard archiving procedures for Customer Data from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against Bots-For-That shall be for Bots-For-That to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Bots-For- That in accordance with its standard archiving procedure. Bots-For-That shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Bots-For-That to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable).

      
      

7. Customer's obligations

   
   

   1. The Customer shall:

      1. provide Bots-For-That with:

         1. all necessary co-operation in relation to this agreement; and

         2. all necessary access to such information as may be required by Bots-For-That;

            
            

            in order to provide the Bots-For-That Service, including but not limited to Customer Data, security access information and configuration services;

      2. ensure that the Authorised Users use the Bots-For-That Service in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;

      3. ensure that its network and systems comply with the relevant specifications provided by Bots-

         For-That from time to time; and

      4. be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Bots-For-That's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

      
      

   2. The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

      
      

8. Charges and payment

   
   

   1. In consideration of the provision of the Bots-For-That Service by Bots-For-That, the Customer shall pay the Charges in accordance with the Payment Terms provided that where the parties agree to a free trial of the Bots-For-That Service, the Charges shall be due from the day after the end of the Trial Period unless the Customer gives written notice of termination of this agreement to Bots-For-That before the end of the Trial Period.

      
      

   2. Without prejudice to any other right or remedy that it may have, if the Customer fails to pay Bots-For- That any sum due under this agreement on the due date:

      1. the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and

      2. Bots-For-That may suspend part or all of the Bots-For-That Service until payment has been made in full.

      
      

   3. All sums payable to Bots-For-That under this agreement:

      1. are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and

      2. shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

      
      

   4. Bots-For-That shall be entitled to increase the Charges upon 30 days' prior notice to the Customer from time to time.

9. Intellectual property rights

   
   

   1. The Customer acknowledges and agrees that and/or its licensors own all intellectual property rights in the Services, Software and the Deliverables. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services, Software or the Deliverables.

      
      

   2. Bots-For-That confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

      
      

10. Indemnity

    
    

    1. The Customer shall defend, indemnify and hold harmless Bots-For-That against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Bots-For-That Service, provided that:

       1. the Customer is given prompt notice of any such claim;

       2. Bots-For-That provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and

       3. the Customer is given sole authority to defend or settle the claim.

       
       

    2. Bots-For-That shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Bots-For-That Service in accordance with this agreement infringes any patent effective as of the date on which the Customer subscribed, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

       1. Bots-For-That is given prompt notice of any such claim;

       2. the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Bots-For-That in the defence and settlement of such claim, at Bots-For-That's expense; and

       3. Bots-For-That is given sole authority to defend or settle the claim.

       
       

    3. In the defence or settlement of any claim, Bots-For-That may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

       
       

    4. In no event shall Bots-For-That, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

       1. a modification of the Bots-For-That Service by anyone other than Bots-For-That; or

       2. the Customer's use of the Bots-For-That Service in a manner contrary to the instructions given to the Customer by Bots-For-That; or

       3. the Customer's use of the Bots-For-That Service or Documentation after notice of the alleged or actual infringement from Bots-For-That or any appropriate authority; or

       4. the Customer's breach of this agreement.

       
       

    5. The foregoing states the Customer's sole and exclusive rights and remedies, and Bots-For-That's (including Bots-For-That's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

       
       

11. Confidentiality

    
    

    1. Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination or expiry of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 11.2(a).

       
       

    2. Each party may disclose the other party's confidential information:

       1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11; and

       2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

       
       

    3. No party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

       
       

12. Limitation of liability

    
    

    1. Except as expressly and specifically provided in this agreement:

       1. the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. Bots-For- That shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to Bots-For-That by the Customer in connection with the Services, or any actions taken by Bots-For-That at the Customer's direction;

       2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and

       3. the Services and the Documentation are provided to the Customer on an "as is" basis.

    2. Nothing in this agreement excludes the liability of Bots-For-That:

       1. for death or personal injury caused by Bots-For-That's negligence; or

       2. for fraud or fraudulent misrepresentation.

       
       

    3. Subject to clause 12.1 and clause 12.2:

       1. Bots-For-That shall have no liability for any:

          1. loss of profits,

          2. loss of business,

          3. wasted expenditure,

          4. depletion of goodwill and/or similar losses,

          5. loss or corruption of data or information, or

          6. any special, indirect or consequential loss, costs, damages, charges or expenses;

          7. any type of loss incurred by the Customer during the Trial Period; and

       2. Bots-For-That's total aggregate liability to the Customer, in respect of all breaches of duty occurring within any period of twelve months shall not exceed an amount equal to the aggregate Charges paid by the Customer under this agreement in that period of twelve months.

       
       

    4. References to liability in this clause 12 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

       
       

13. Termination

    
    

    1. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

       1. the other party commits a material breach of any term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

       2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986;

       3. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

       4. the other party applies to court for, or obtains, a moratorium under Part A1 of the IA 1986;

       5. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

       6. an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);

       7. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

       8. a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;

       9. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;

       10. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1(b) to clause 13.1(i) (inclusive); or

       11. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

       
       

    2. Without affecting any other right or remedy available to it, Bots-For-That may terminate this agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment.

       
       

14. Obligations on termination and survival

    
    

    1. Obligations on termination or expiry

       
       

       On termination or expiry of this agreement the Customer shall immediately pay to Bots-For-That all of Bots-For-That's outstanding unpaid invoices and interest and, in respect of the Works supplied but for which no invoice has been submitted, Bots-For-That may submit an invoice, which shall be payable immediately on receipt.

       
       

    2. Survival

       1. On termination or expiry of this agreement, all existing Statements at Work shall terminate automatically.

       2. Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect.

       3. Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

       
       

15. Force majeure

    
    

    1. Provided it has complied with clause 15.2, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by an event outside its reasonable control (Force Majeure Event), it shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

       
       

    2. The party affected by the Force Majeure Event shall:

       1. as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and

       2. use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

       
       

16. Assignment and other dealings

    
    

    Neither party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

    
    

17. Variation

    
    

    No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

    
    

18. Waiver

    
    

    1. A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

       
       

    2. A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

       
       

    3. A party that waives a right or remedy provided under this agreement or by law in relation to one party or takes or fails to take any action against that party, does not affect its rights in relation to any other party.

19. Rights and remedies

    
    

    The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

    
    

20. Severance

    
    

    1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

       
       

    2. If any provision or part-provision of this agreement is deemed deleted under clause 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

       
       

21. Entire agreement

    
    

    1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

       
       

    2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

       
       

22. No partnership or agency

    
    

    1. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

       
       

    2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

       
       

23. Third party rights

    
    

    This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

    
    

24. Notices

    
    

    1. Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:

       1. delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

       2. sent by fax to its main fax number or sent by email to the address habitually used by the receiving party in connection with this agreement.

       
       

    2. Any notice or communication shall be deemed to have been received:

       1. if delivered by hand, at the time the notice is left at the proper address;

       2. if sent by pre-paid first-class post or other next Business Day delivery services, at 9.00 am on the second Business Day after posting; or

       3. if sent if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 24.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

       
       

    3. This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

       
       

    4. A notice given under this agreement is not valid if sent by email.

       
       

25. Governing law

    
    

    This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

    
    

26. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation provided that either party may enforce any judgement of the courts of England and Wales in the courts of any jurisdiction.