Terms & Conditions
- Interpretation 1.1. The definitions and rules of interpretation in this condition apply in these terms.
those of your employees, agents and independent contractors who are authorised by you to use the Services and the Documentation, as further described in condition 3.2.3.
our policy for backing-up Customer Data (as updated by us from time to time) which you can find on our Website or which we provide to you by another route.
any day which is not a Saturday, Sunday or public holiday in the UK.
information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in condition 10.5.
the contract between you and us for the Services incorporating the Order Form and these terms.
the data inputted by you, Authorised Users, or by us on your behalf for the purpose of using the Services or facilitating your use of the Services.
the document made available to you on the Website and/or by such other method as we may from time to time deem appropriate which sets out a description of the Services and the user instructions for the Services.
the date of the Contract.
the fees payable by you to us for the Subscription, which you can find on the Order Form.
Initial Subscription Term
the initial period of the Contract which you can find on the Order Form.
Normal Business Hours
8.30 am to 5.00 pm local UK time, each Business Day.
your order for the Services, which you can find on the Order Form.
our order form for the Services which is provided with or attached to or which otherwise refers to or incorporates these terms.
our policy for Authorised Users’ passwords (as updated by us from time to time) which you can find on our Website or which we provide to you by another route.
our policy for the privacy and security of Customer Data (as updated by us from time to time) which you can find on our Website or which we provide to you by another route.
the period described in condition 13.1.
the subscription services provided by us to you under these terms through the Website, as more particularly described in the Documentation.
the Fund Manager online software application provided by us as part of the Services.
a trusted third party that we work with to provide the Services for example Isotoma (company no. 5171172) and/or Rackspace (company no. 03897010)
the subscription bought by you under condition 8.1 which entitles Authorised Users to access and use the Services and the Documentation in accordance with these terms.
has the meaning given in condition 13.1.
Support Services Policy
our policy for supporting your use of the Services (as updated by us from time to time) which we will advise you of when purchasing a licence for the Software.
any thing or device (including any software, code, file or program) 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 program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program 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. We SF Software Limited (t/a Pebble), a company incorporated and registered in England & Wales with company number 05580540 (VAT number 873 5186 95) whose registered office is at Media Exchange Three, Newcastle upon Tyne, NE1 2QB and “us” and “our” will have their corresponding meanings.
Website the website for the Services at apps.talktopebble.co.uk or any other website address we tell you about from time to time. You the organisation specified on the Order Form as the customer, including any organisation to which you assign the Contract with our prior written consent under condition 18.1.
- 1.2. Condition headings shall not affect the interpretation of these terms.
- 1.3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
- 1.4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
- 1.5. Words in the singular shall include the plural and vice versa.
- 1.6. A reference to one gender shall include a reference to the other gender.
- 1.7. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
- 1.8. Where the words include(s), including or in particular are used in this agreement, they are considered to have the words without limitation following them. Where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.
- 1.9. A reference to writing or written includes faxes but not e-mail.
- 1.10. References to conditions are to the conditions of these terms.
2. Basis of Contract
- 2.1. The Order constitutes an offer by you to buy the Services from us in accordance with these terms.
- 2.2. The Order shall only be considered to be accepted when we accept the Order in writing or, if earlier when we start to provide the Services, at which point and on which date the Contract will come into existence.
- 2.3. These terms apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- 2.4. Any quotation given by us shall not constitute an offer.
- 3.1. Subject to you buying the Subscription in accordance with condition 8.1, the restrictions set out in this condition 3 and the other terms and conditions of the Contract, we hereby grant you a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for your internal operations.
- 3.2. In relation to the Authorised Users, you undertake that:
- 3.2.1. each Authorised User will comply with our Password Policy. You shall set a secure password for their use of the Services and Documentation (which must not be a password that is used anywhere else by you or by them). You shall require them to change their password frequently and keep their password confidential. You are responsible for all use of the Services using Authorisedn Users’ login details, whether or not the use is with your or their permission;
- 3.2.2.each Authorised User will comply with our Privacy and Security Policy; they will lock their workstation when away from their desk even for short periods of time and will not log in to our Website other than from your premises or from a remote location in the UK which has been authorised by you;
- 3.2.3. you will maintain a written, up to date list of current Authorised Users and provide that list to us within 5 (five) Business Days of our written request at any time;
- 3.2.4. you will permit us to audit the Services so we can establish the name of each Authorised User. The audit may be conducted no more than once per quarter, at our expense, and we shall exercise this right with reasonable prior notice and in a way that does not substantially interfere with your normal operations; and
- 3.2.5. if any of the audits referred to in condition 3.2.4 reveal that any password has been provided to any individual who is not an Authorised User, then in addition to our other rights, you will promptly disable that password and we will not issue any new passwords to that individual.
- 3.3 You will not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services that:
- 3.3.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- 3.3.2. facilitates illegal activity;
- 3.3.3. depicts sexually explicit images;
- 3.3.4. promotes unlawful violence;
- 3.3.5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
- 3.3.6. causes damage or injury to any person or property and we reserve the right, without responsibility to you, to disable your access to any material that breaches this condition.
- 3.4. You shall not:
- 3.4.1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between us:
- 184.108.40.206. and except to the extent expressly permitted under these terms, attempt to copy, modify, alter, tamper with, repair, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
- 220.127.116.11. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or apply any other process or procedure to derive the source code of the Software; or
- 3.4.2. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
- 3.4.3. use the Services and/or Documentation to provide services to third parties; or
- 3.4.4. subject to condition 18.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; or
- 3.4.5. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this condition 3; or
- 3.4.6. access or use the Services and/or Documentation in a way intended to avoid incurring fees or exceeding usage limits or quotas.
- 3.5. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any unauthorised access or use, promptly notify us.
- 3.6. The rights provided under this condition 3 are granted to you only, and shall not be considered granted to any related or federated organisation or to any local education authority or to any subsidiary or holding company of yours or theirs.
- 4.1. We shall, during the Subscription Term, provide the Services and make available the Documentation to you on and subject to these terms.
- 4.2. We shall use commercially reasonable endeavours to make the Services available 24 (twenty-four) hours a day, 7 (seven) days a week, except for:
- 4.2.1. planned maintenance; and
- 4.2.2. unscheduled maintenance performed outside Normal Business Hours, provided that we have used reasonable endeavours to give you as much advance notice as we can.
- 4.3. We will, as part of the Services and at no additional cost to you, provide you with our standard customer support services during Normal Business Hours in accordance with our Support Services Policy in effect at the time that the Services are provided. You may buy enhanced support services separately at our then current rates.
5. Customer data
- 5.1. You will own all rights, title and interest in and to all of your Customer Data and will have sole responsibility for the legality, reliability, integrity, accuracy and quality of your Customer Data.
- 5.2. You must export your Customer Data regularly and keep back-ups of your Customer Data. Please see our Back-up Policy for further details. It is your sole responsibility to keep these exports and back-ups secure.
- 5.3. We will follow our archiving procedures for Customer Data which you can find in our Back-Up Policy. In the event of any loss or damage to Customer Data, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of Customer Data maintained by us in accordance with the archiving procedure described in our Back-Up Policy. We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except our Sub-contractors that we use to perform services related to Customer Data maintenance and back-up).
- 5.4. We will, in providing the Services, comply with our Privacy and Security Policy relating to the privacy and security of your Customer Data.
- 5.5. If we process any personal data on your behalf when performing our obligations under these terms, we each record our intention that you shall be the data controller and we shall be a data processor and in any such case:
- 5.5.1. you acknowledge and agree that if you or your Authorised Users are located outside the EEA then we cannot provide the Services and carry out our other obligations under the Contract unless we transfer the personal data to your location, where those data may also be stored
- 5.5.2. you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with the Contract on your behalf;
- 5.5.3. you shall ensure that the relevant third parties have been informed of, and have given their consent to, that use, processing, and transfer as required by all applicable data protection legislation;
- 5.5.4. we shall process the personal data only in accordance with the terms of the Contract and any lawful instructions given by you from time to time; and
- 5.5.5. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
6. Supplier’s obligations
- 6.1. We undertake that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
- 6.2. The undertaking at condition 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than us or our duly authorised contractors or agents. If the Services do not conform to the undertaking, we will, at our expense, use all reasonable commercial endeavours to correct any non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. That correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in condition 6.1. Notwithstanding the foregoing, we:
- 6.2.1. do not warrant that your use of the Services will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by you through the Services will meet your requirements; and
- 6.2.2. are 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 you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of those communications facilities; and
- 6.2.3. do not warrant that the Services are compatible with all internet browsers for all devices. You must check the Website or the Documentation to see the list of Fund Manager compatible browsers.
- 6.3. These terms shall not prevent us 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 the Contract.
- 6.4. We warrant that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under the Contract.
7. Customer’s obligations
- 7.1.1.provide us with:
- 18.104.22.168. all necessary co-operation in relation to the Contract; and
- 22.214.171.124. all necessary access to information we may require in order to provide the Services, including Customer Data, security access information and configuration services;
- 7.1.2. comply with all applicable laws and regulations with respect to your activities under the
- 7.1.3. carry out all other customer responsibilities set out in these terms in a timely and efficient manner. In the event of any delays in your provision of assistance, we may adjust any agreed timetable or delivery schedule as reasonably necessary;
- 7.1.4. ensure that the Authorised Users use the Services and the Documentation in accordance with the Contract terms and shall be responsible for any Authorised User’s breach of these terms;
- 7.1.5. obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform their obligations under these terms, including the Services;
- 7.1.6. ensure that your network and systems comply with the relevant specifications provided by us from time to time; and
- 7.1.7. be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
8. Charges and payment
- 8.1. You shall pay us the Fees for the Subscription in accordance with this condition 8.
- 8.2. You shall by the Effective Date provide us with approved purchase order information ceptable to us and any other relevant valid, up-to-date and complete contact and billing details and we shall invoice you:
- 8.2.1. on or after the Effective Date for the Fees payable in respect of the Initial Subscription Term; and
- 8.2.2. subject to condition 13.1, at least 30 (thirty) days prior to each anniversary of the Effective Date for the Fees payable in respect of the next Renewal Period, and you shall pay each invoice within 30 (thirty) days after the date of that invoice.
- 8.3. If we have not received payment within 30 (thirty) days after the due date, and in addition to any of our other rights and remedies:
- 8.3.1.we may, without responsibility to you, disable your password, account and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
- 8.3.2. interest shall accrue on due amounts at an annual rate equal to 4% (four percent) over the then current base lending rate of the Bank of England’s base rate at the date the relevant invoice was issued, starting on the due date and continuing until fully paid, whether before or after judgment.
- 8.4. All amounts and fees stated or referred to in these terms:
- 8.4.1. shall be payable in pounds sterling;
- 8.4.2. are non-cancellable and non-refundable;
- 8.4.3. are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate.
- 8.5. If, at any time whilst using the Services, you exceed the amount of disk storage space specified in the Documentation, we shall charge you, and you shall pay, our then current excess data storage fees. Our excess data storage fees current as at the Effective Date are set out on our Website.
- 8.6. We shall be entitled to increase the Fees, and/or the excess storage fees payable under condition * 8.5 at the start of each Renewal Period on 90 (ninety) days’ prior notice to you.
9. Proprietary rights
- 9.1. You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated in the Contract, these terms do not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
- 9.2. We confirm that we have all the rights in relation to the Services and the Documentation that are necessary to grant all the rights we purport to grant under, and in accordance with, the terms of the Contract.
- 10.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Contract. A party’s Confidential Information shall not include information that:
- 10.1.1. is or becomes publicly known other than through any act or omission of the receiving party;
- 10.1.2. was in the other party’s lawful possession before the disclosure;
- 10.1.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
- 10.1.4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
- 10.1.5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
- 10.2. Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the performance of the Contract.
- 10.3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in breach of these terms.
- 10.4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
- 10.5. You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute our Confidential Information.
- 10.6. We acknowledge that your Customer Data is your Confidential Information.
- 10.7. This condition 10 shall survive termination of the Contract, however arising.
- 11.1. You shall defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with your use of the Services and/or Documentation, provided that:
- 11.1.1. we give you prompt notice of the claim;
- 11.1.2. we provide you with reasonable co-operation in the defence and settlement of the claim, at your expense; and
- 11.1.3. we give you sole authority to defend or settle the claim.
- 11.2.We shall, subject to condition 11.5, defend you, your officers, directors and employees against any claim that the Services or Documentation infringes any United Kingdom patent which is valid and effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify you against any amounts awarded against you in judgment or settlement of those claims, provided that:
- 11.2.1. you give us prompt notice of any the claim;
- 11.2.2. you provide us with reasonable co-operation in the defence and settlement of the claim, at our expense; and
- 11.2.3. you give us sole authority to defend or settle the claim.
- 11.3. In the defence or settlement of any claim, we may obtain the right for you to continue using the Services, replace or modify the Services so that they become non-infringing or, if those remedies are not reasonably available, terminate the Contract on 2 (two) Business Days’ notice to you without any additional responsibility, liability or obligation to pay liquidated damages or other additional costs to you.
- 11.4. In no event shall we, our employees, agents and Sub-contractors be responsible or liable to you to the extent that the alleged infringement is based on:
- 11.4.1. a modification of the Services or Documentation by anyone other than us; or
- 11.4.2. your use of the Services or Documentation in a manner contrary to the instructions we have given to you; or
- 11.4.3. any matter described in condition 11.1; or
- 11.4.4. your use of the Services or Documentation after notice of the alleged or actual infringement from us or any appropriate person or authority.
- 11.5. This condition states your sole and exclusive rights and remedies, and our (including our employees’, agents’ and Sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
- 11.6. Our liability to each other under this condition shall never be more than [£50,000 (fifty thousand pounds)] each.
12. Limitation of liability
- 12.1. Condition 11 deals with your liability to us for your use of the Services and Documentation and our liability to you for infringement of intellectual property rights. This condition 12 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and Sub-contractors) to you in respect of other matters namely:
12.1.1.any breach of the Contract;
- 12.1.2. any use made by you of the Services and Documentation or any part of them; and
- 12.1.3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
12.2.Except as expressly and specifically provided in the Contract:
- 12.2.1.you assume sole responsibility for results obtained from your use of the Services and the Documentation, and for conclusions drawn from your use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts we have provided to you in connection with the Services, or any actions we have taken at your direction;
- 12.2.2. 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 the Contract; and 12.2.3. the Services and the Documentation are provided to you on an “as is” basis.
12.3 Nothing in the Contract excludes our liability:
- 12.3.1. for death or personal injury caused by our negligence; or 12.3.2. for fraud or fraudulent misrepresentation.
12.4 Subject to condition 12.2 and condition 12.3:
- 12.4.1. we shall not be responsible or liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Contract; and 12.4.2. our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited the total Fees paid for the Subscription during the 12(twelve) months immediately preceding the date on which the claim arose or [£5,000 (five thousand pounds)], whichever is the greater sum. This is separate from, and in addition to, our liability under condition 11.
13. Term and termination
- 13.1. The Contract shall start on the Effective Date and shall, unless otherwise terminated under this condition 13, continue for the Initial Subscription Term and after that, the Contract shall be automatically renewed for successive periods of 12 (twelve) months (each a Renewal Period), unless:
- 13.1.1. either party notifies the other party of termination, in writing, at least 60(sixty) days before the end of the Initial Subscription Term or any Renewal Period, in which case the Contract shall terminate on the expiry of the applicable Initial Subscription Term or Renewal Period; or
- 13.1.2. otherwise terminated in accordance with the Contract and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
- 13.2. In addition to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract without liability to the other if:
- 13.2.1.the other party commits a material breach of any of the terms of the Contract and (if the breach is remediable) fails to remedy that breach within 30 (thirty) days of that party being notified in writing of the breach; or
- 13.2.2. an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or
- 13.2.3. an order is made for the appointment of an administrator to manage the fairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
- 13.2.4. a receiver is appointed of any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or
- 13.2.5. the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
- 13.2.6. the other party ceases, or threatens to cease, to trade; or
- 13.2.7. the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
- 13.3. On expiry or termination of the Contract for any reason:
- 13.3.1. all licences granted under the Contract shall immediately terminate;
- 13.3.2. each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
- 13.3.3. we may destroy or otherwise dispose of any of your Customer Data in our possession unless we receive, no later than 10 (ten) days after the effective date of the termination of the Contract, a written request for the delivery to you of the then most recent back-up of your Customer Data. We shall use reasonable commercial endeavours to deliver the back-up to you within 30(thirty) days of our receipt of a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in returning or disposing of Customer Data; and
- 13.3.4. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
We shall have no responsibility or liability to you under the Contract if we are prevented from or delayed in performing our obligations, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including strikes, lock-outs or other industrial disputes (whether involving our workforce or that of any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or Sub-contractors, provided that we inform you of the event (which we may do by email) and its expected duration.
- 15.1. A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
- 15.2. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
- 16.1. If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
- 16.2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
17. Entire agreement
- 17.1. The Contract, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
- 17.2. Each of the parties acknowledges and agrees that in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.
- 18.1. You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under the Contract.
- 18.2. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under the Contract.
19. No partnership or agency
Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
20. Third party rights
The Contract does not confer any rights on any person or party (other than the parties to the Contract and, where applicable, their successors and permitted assigns) under the Contracts (Rights of Third Parties) Act 1999.
- 21.1. Any notice required to be given under the Contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in the Order Form, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party’s main fax number.
- 21.2. A notice delivered by hand shall be considered to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be considered to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be considered to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
22. Governing law and jurisdiction
- 22.1. The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England & Wales.
- 22.2. The parties irrevocably agree that the courts of England & Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).