Terms and Conditions

XEUS is a CRM/ERP application owned by us and these terms and conditions will apply to and govern your use of the Xeus Service (defined below), therefore please ensure you have read them carefully before subscribing for the Xeus Service.

By subscribing for the Xeus Service, you are confirming that you have read, understood and agree to be legally bound by these terms in their entirety.Where you are subscribing on behalf of another person or entity then you represent that you are authorise to act on behalf of that other person or entity and you shall be deemed to have agreed to these Terms and Conditions on their behalf.

We may occasionally need to change these terms and conditions and where we do, such changes will become effective and binding on you as soon as the amended terms and conditions are posted on our website. Where these changes are material, we will try to notify you by email or by posting an announcement on our website.

If you have any questions, please contact us.

These Terms and Conditions were last updated on 09 / 09 / 2014

 

  1. DEFINITIONS:

    Authorised User
    any person or entity, that uses the Xeus Service with your authorisation as described in clause 2.1;
    Agreement
    means the agreement formed in accordance with clause 2.2 and incorporating these Terms and Conditions;
    Affiliate
    persons and/or entities which directly or indirectly control, are controlled by or are under our common control and in this regard “control” means the power to direct or cause the direction of the management and policies of a person or entity;
    Business Day
    a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
    Change of Control
    control means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly;
    Confidential Information
    of a party shall mean all information, in whatever form, disclosed, made available by, or otherwise emanating from that party (or its associated companies) in connection with this Agreement, including without limitation, trade secrets, information of commercial value and the terms of this Agreement. Additionally, in our case, our Confidential Information shall include the Xeus Service, Documentation, Source Code, all specifications, codes and related technical and commercial information. Confidential Information shall not include information which:
    (a) at the time of disclosure is in the public domain;
    (b) after disclosure becomes part of the public domain otherwise than by breach by a party of the provisions of the Agreement;
    Intellectual Property Rights
    all intellectual and industrial property rights, including patents, rights in registered and unregistered trade marks (including domain names), rights in registered and unregistered designs, utility models, trade or business names, confidential information, know-how, database rights, passing-off rights, and copyright (including moral rights), other industrial, intellectual or commercial rights (including rights in any invention, discovery or process), and applications for registration of any of the foregoing, and the right to apply therefor, in each case in any part of the world;
    Xeus Service
    the subscription Xeus Service provided by us to You under this Agreement via the Website, as more particularly described in the Documentation;
    Source Code
    means program source code, specifications and all other materials and documents necessary to enable a reasonably skilled programmer to use, understand, reproduce, maintain, modify and enhance the Xeus Service without reference to any other person or documentation whether in eye-readable or machine-readable form and without the need for any external modification;
    Subscriber
    the person or entity who registers with us to use the Xeus Service and, including any other person or entity on whose behalf the registration may have been made;
    Subscription Fees
    the subscription fees which are payable by you to us for the use of the Xeus Service in accordance with the fee schedule on the Website and which may be changed by us at any time on notice to You;
    Trial Period
    any initial trial period we offer to you during which you are permitted to access all or some of the features of the Xeus Service without charge;
    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;
    You/you/your
    the Subscriber and, where the context permits any Authorised User;
    Your Data
    any data inputted by you, your Authorised Users or us on your behalf for the purpose of using of facilitating your use of the Xeus Service;
    Website
    means the Internet site at www.xeus.co.uk or such other Internet site as we may notify to you;
    we/us
    XEUS Limited (registered number 08617500) whose registered office is at 7 Godalming Business Centre, Woolsack Way, Godalming, Surrey, GU7 1XW;
    Xeus Service
    the online relationship management software system, tools and services provided and all other software, data, text, images and content together with any new features which are added to or which augment the Xeus Service and which is made available through the Website by us under this Agreement.
  2. YOUR USE OF THE XEUS SERVICE

    1. In return for payment of the Subscription Fees by you we grant you a non-exclusive, non-transferrable right and licence to access and use and to permit your Authorised Users to access and use the Xeus Service, via the Website for the purposes of your internal business operations during the term of this Agreement.
    2. Your right to access and use the Xeus Service in accordance with these terms and conditions shall commence on the date that we notify you that your subscription application to the Xeus Service is accepted including the commencement of any free Trial Period as applicable. At that date an agreement incorporating these terms and conditions shall be formed.
    3. We are not obliged to accept your subscription application and can refuse this without providing a reason.
    4. You may determine who the Authorised Users are and the level of access they have to the Xeus Service but You are responsible for all Authorised Users’ use of the Xeus Service. Therefore You agree that during the term of this Agreement:
      1. you control each Authorised User’s level of access to the Xeus Service and Your Data and you are entitled to revoke or alter that level of access at any time;
      2. each Authorised User shall keep a secure password for his use of the Xeus Service and that such password shall be changed as frequently as we require and be kept confidential.
    5. If there is a dispute between you and any Authorised User regarding that Authorised User’s right of access or level of access to the Xeus Service or Your Data then you shall determine what access or level of access that Authorised User may have.
    6. You shall not access, store, upload to the Website, distribute or transmit any Viruses, or any material during the course of your use of the Xeus 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. in a manner that is otherwise illegal or causes damage or injury to any person or property.
    7. We reserve the right, without liability or prejudice to our other rights, to disable your access to any material that breaches the provisions of clause 2.6.
    8. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Xeus Service and, in the event of any such unauthorised access or use, promptly notify us.
  3. XEUS SERVICE

    1. We shall, during the term of this Agreement, provide the Xeus Service to you on and subject to the terms of this Agreement.
    2. We shall use commercially reasonable endeavours to make the Xeus Service available 24 hours a day, seven days a week, except for any maintenance or development work which may need to be carried out.
    3. We will, as part of the Xeus Service and at no additional cost to you, provide you with our standard customer support for the Xeus Service by way of an email helpdesk further details of which can be found on our Website. You may purchase enhanced support Xeus Service separately at our then current rates.
    4. You shall not use the Xeus Service other than for your own internal business purposes and then only as specified in this Agreement except where we agree otherwise. Additional fees may be payable on any additional or change of use approved by us.
    5. You agree not to:

      (a) make any copies of all or any part of the Xeus Service (in any form or media) except where such copying is incidental to the permitted use of the Xeus Service by you or where it is necessary for usual back-up or operational security;

      (b) make the Xeus Service or any copies of it available in any way to any third party except Authorised User), and in particular you agree not to share with or sub-licence, transfer, hire, rent, lease, loan the Xeus Service to any third party;

      (c) adapt, vary, modify or alter the whole or any part of the Xeus Service or combine, merge or incorporate the Xeus Service into any other program;

      (d) disassemble, decompile, reverse engineer or create derivative works based on the whole or any part of the Xeus Service nor attempt to do any such things except to the extent that such actions cannot be prohibited in order to achieve inter-operability with another program under Section 296A of the Copyright, Designs and Patents Act 1988 and provided the information obtained by you during such activities:

      (i) is used only for the purpose of achieving such inter-operability;

      (ii) is not disclosed or communicated to any third party without our prior written agreement;

      (iii) without affecting the general nature of this provision, is not used to create any software which is substantially similar to the Xeus Service.

    6. You further agree to:

      (a) keep all access codes and passwords required to access or use the Xeus Service secure and to us immediately of any unauthorised use of your passwords or any other breach of security so that it can reset such passwords and in such event, you shall take all other actions we deem necessary to maintain or enhance the security of our computing systems and networks;

      (b) ensure compliance with the terms of this Agreement by your employees and other staff and contractors and Authorised Users who have access to the same.

    7. You acknowledge you have no right to have any access to the Xeus Service in Source Code form, or in unlocked coding of any kind. You agree that you must not attempt in any way to remove or circumvent any security devices present within the Xeus Service which are intended to protect the facility and integrity of the Xeus Service and you agrees not to use any systems, processes, hardware or software in connection with the Xeus Service which are intended to circumvent such protections.
  4. YOUR OBLIGATIONS

    1. You shall:
      1. provide us with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by us in order to enable us to provide the Xeus Service;
      2. comply with all applicable laws and regulations with respect to your activities under this Agreement;
      3. carry out all of your responsibilities set out in this Agreement in a timely and efficient manner;
      4. ensure that the Authorised Users use the Xeus Service in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement;
      5. obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform their obligations under this Agreement; and
      6. 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.
  5. SUBSCRIPTION FEES

    1. The Subscription Fees to be paid by you for your use of the Xeus Service shall be calculated in accordance with the tariff schedule set out on the Website.
    2. The Subscription Fees are exclusive of any value added tax, duty or other tax charge which must be paid in addition to the amount shown on the Website if applicable.
    3. All Subscription Fees and are, non-cancellable and non-refundable.
    4. All sums shall be paid in GBPĀ£sterling and shall be paid by you without any withholding, deduction, abatement or counter-claim.
    5. We may from time to time offer preferential pricing or discounts for the Subscription Fees to all or some of our customers who satisfy the criteria for eligibility specified by us. Where you do not satisfy the eligibility criteria specified by us we shall have no liability to you in this regard and shall be under no obligation to offer you any preferential pricing or discount.
    6. On or prior to the date on which the Xeus Service commences or at the end of any Trial Period if you wish to make a subscription application for the Xeus Service, you shall provide us with your credit card details and any other contact and billing details which we require from you.
    7. By providing your credit card details to us, you hereby authorise us to bill such credit card with the monthly Subscription Fee whilst this Agreement is in force as follows:
      1. the first payment shall be due on the later of:

        (a) the date of this Agreement; or

        (b) the date on which you submitted your subscription application following any free Trial Period; and

      2. all subsequent payments shall be due on a monthly basis thereafter.
    8. Without prejudice to our other rights and remedies, where you fail to pay any sum when due under this Agreement then we shall be entitled to:
      1. without liability to you, suspend your access to the Website, disable your password, account and access to all or part of the Xeus Service and shall be under no obligation to provide any or all of the Xeus Service to you whilst payment is outstanding; and/or
      2. charge you interest on the overdue amount, payable by you immediately on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 4% per annum above the Bank of England’s published Bank Rate from time to time. Such interest shall accrue on a daily basis and be compounded quarterly. Alternatively, we reserve the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
  6. INDEMNITY

    You shall defend, indemnify and hold us harmless 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 your use of the Xeus Service.

  7. OUR WARRANTIES

    1. We warrant that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under this Agreement.
    2. We undertake that the Xeus Service will be performed substantially in accordance with the description provided on our Website and with reasonable skill and care. This undertaking shall not apply to and we shall have no responsibility or liability for any non-conformance or any other non-operation or defect in the Xeus Service that results from:
      1. operator error;
      2. abnormal environmental conditions, unusual physical or electrical stress, damage caused by your or any third party’s default, negligence or misuse, including the accidental or deliberate destruction or damage;
      3. use with or faults in third party software or hardware (including failures in telecommunications links);
      4. use of the Xeus Service outside of the terms of this Agreement;
      5. a fault in your equipment, software or systems or any third party;
      6. failure to use the Xeus Service in accordance with our instructions;
      7. any alterations or modifications to the Xeus Service other than those carried out by us or our authorised representatives.
    3. If the Xeus Service does not conform with the undertaking in clause 7.1 (to the extent the undertaking applies) then we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.
    4. Notwithstanding the foregoing, we do not warrant that:
      1. your use of the Xeus Service will be uninterrupted or error-free, or
      2. that the Xeus Service and/or the information obtained by you through the Xeus Service will meet your requirements.
    5. Except as set out in this Agreement, all conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise on our part concerning the quality, performance or other characteristics of the Xeus Service, are hereby excluded, except to the extent such exclusion is prohibited by law.
  8. YOUR WARRANTIES

    1. You hereby warrant to us that:
      1. if you are a natural person you are at least 18 years old;
      2. you have the power, capacity and authority to enter into this Agreement and that this Agreement will constitute valid and binding obligations on you;
      3. where you have subscribed for the Xeus Service on behalf of another person or entity that you have the power and authority to do so on behalf of that other person and entity that that in so doing this Agreement will constitute valid and binding obligations on that other person or entity and that you shall be solely responsible for ensuring that other person or entity’s compliance with this Agreement;
      4. you are responsible for ensuring that any Authorised User complies with this Agreement;
      5. you are subscribing to the Xeus Service for the purposes of a business and are not acting as a consumer.
  9. LIMITATION OF LIABILITY

    1. We 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 (including loss or destruction of Your Data), and you acknowledge that the Xeus Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
    2. We shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any access by third-party application providers.
    3. We cannot and do not guarantee that there will be no loss of Your Data and we expressly exclude any and all liability for any loss of Your Data howsoever caused (subject to clause 9.8).
    4. Subject to clauses 7.3 and 9.8, our total liability arising under or in connection with this Agreement, and/or the Xeus Service, in aggregate in respect of all claims, however arising, shall in no circumstances exceed a sum equal to the total amount of all sums received by us from you in the twelve month period preceding the date of any claim, action or suit notified by you to us.
    5. Subject to clause 9.8, we shall have no liability however arising out of or in connection with this Agreement, the Xeus Service for any:
      1. direct or indirect loss of or damage to:

        (a) profit;

        (b) revenue;

        (c) business;

        (d) contract;

        (e) opportunities;

        (f) anticipated savings;

        (g) data;

        (h) goodwill;

        (i) reputation;

        (j) use;

      2. indirect or consequential loss or damage; or
      3. claim arising out of a claim against you by a third party.
    6. The parties agree that each of the sub clauses in sub clause 9.5 and each of the sub-paragraphs 9.5.1(a) to 9.5.1(j) constitute separate terms and the introductory wording of clause 9.5 shall be applied to each of them separately. If there is any claim or finding that any such individual sub-clause or sub-paragraph is unenforceable for any reason, such unenforceability shall not affect any other provision within clause 9.5 or otherwise.
    7. The term “however arising” when used or referred to in clause 9 covers all causes and actions giving rise to our liability arising out of or in connection with this Agreement and the Xeus Service including (i) whether arising by reason of any misrepresentation (whether made prior to and/or in the Agreement) negligence, breach of statutory duty, other tort, repudiation, renunciation or other breach of contract, restitution or otherwise; (ii) whether arising under any indemnity; or (iii) whether caused by any total or partial failure or delay in supply of the Xeus Service.
    8. Nothing in this clause or Agreement shall limit our liability for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation.
    9. This Agreement shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or Xeus Service which are similar to those provided under this Agreement.
  10. ANTI-BRIBERY COMPLIANCE

    1. You shall not engage in any activity which would constitute bribery or corruption and shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including the Bribery Act 2010;
    2. Breach of clause 10.1 by you shall be deemed a material breach under clause 13.1.
  11. YOUR DATA

    1. You shall own all right, title and interest in and to all of Your Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data.
    2. You must maintain copies of all of Your Data.
    3. By uploading the details of your Authorised Users you hereby agree that we are authorised to contact such Authorised Users directly in order to inform them of the services and products that we offer and you will use all reasonable endeavours to obtain all relevant consents that may be required in order for us to do so.
    4. We shall, in providing the Xeus Service, comply with our Privacy and Security Policy relating to the privacy and security of Your Data which can be viewed on our Website www.xeus.co.uk or such other website address as we may notify to you and as such document may be amended by us in our sole discretion.
    5. If we process any personal data on your behalf when performing our obligations under this agreement, the parties record their intention that you shall be the data controller and we shall be a data processor and in any such case:
      1. you acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where you and the Authorised Users are located in order to carry out the Xeus Service and our other obligations under this agreement;
      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 this agreement on your behalf;
      3. you shall ensure that the relevant third parties, including Authorised Users have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
      4. we shall process any such personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by you from time to time; and
      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.
  12. INTELLECTUAL PROPERTY RIGHTS

    1. You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Xeus Service. This Agreement does not grant you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Xeus Service other than the right to use it in accordance with the terms of this Agreement. If notwithstanding this, any Intellectual Property Rights are acquired by you in relation to the Xeus Service, (including any new Intellectual Property Rights), you hereby assign all such Intellectual Property Rights to us and shall take all other steps and execute any documents we may request in order to ensure the effective transfer of rights to us.
    2. All Intellectual Property Rights in Your Data remain your property and access to Your Data is subject to compliance with the conditions in this Agreement. You permit us to use, copy, transmit, store and back-up Your Data for the purposes of enabling you to access and use the Xeus Service and for any other purpose related to the provision of Xeus Service to you.
    3. If you enable third-party applications for use in conjunction with the Xeus Service, you acknowledge that we may allow the providers of those third-party applications to access Your Data as required for the interpretation of such third-party applications with the Xeus Service.
  13. TERM AND TERMINATION

    1. This Agreement shall, commence on the date that it is made in accordance with clause 2.2 and shall continue on a month by month basis until terminated in accordance with this clause 13.
    2. If you are evaluating the Xeus Service during any Trial Period then this Agreement shall terminate at the end of the Trial Period unless you choose to continue to subscribe to the Xeus Service in which case this Agreement shall continue in force unless terminated as follows:
      1. you can terminate at any time and where the termination expires prior to the date that the next Subscription Fee is due then the Subscription Fee for the month in which the termination notice expires shall be billed on a pro rata basis up to and including the day of termination; or
      2. by either party immediately by written notice to the other party:

        (a) where that other party is in material breach of this Agreement and such breach is either not capable of remedy or, if capable of remedy, has not been remedied within 30 days of the non-defaulting party’s notice requiring remedy;

        (b) where that other party has any corporate action, application, order, proceeding or appointment or other step taken or made by or in respect of it for any composition or arrangement with creditors generally, winding-up other than for the purpose of a bona fide scheme of solvent reconstruction or amalgamation, dissolution, administration, receivership (administrative or otherwise) or bankruptcy, or if it is unable to pay its debts as they fall due, or if it ceases to trade or if a distress, execution or other legal process is levied against any of its assets or if any event analogous to any of the foregoing shall occur in any jurisdiction in which the party affected is incorporated, resident or carries on business.

      3. by us immediately by written notice to you where:

        (a) you fail to pay any sum to us on the due date and fail to make such payment within 7 days of our notice requiring payment;

        (b) there is an assignment or transfer or a purported assignment or transfer of this Agreement or any of the rights or obligations in it by you without our consent;

        (c) you undergo a Change of Control and are acquired by a person or entity whom we, in our reasonable opinion believe to be a competitor of ours;

        (d) you or any of your, employees, contractors or agents behaves in an immoral manner or in any other way which in our reasonable opinion brings us and/or you and/or the Xeus Service into disrepute.

  14. CONSEQUENCES OF TERMINATION

    1. Upon termination of this Agreement for any reason:
      1. all rights and licences granted under this Agreement shall immediately cease and:
      2. You shall pay to us all sums of money which may be due or owing from you to us; and
      3. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
  15. FORCE MAJEURE

    1. In this Agreement, “force majeure” shall mean any cause delaying, hindering or preventing either party from performing any or all of its obligations which arises from or is attributable to acts, events or omissions beyond the reasonable control of the party so delayed, hindered or prevented including strikes, lock-outs or other industrial action (whether involving the workforce of the party so delayed, hindered or prevented or of any other party), act of God, war, riot, civil commotion, acts of terrorism, theft, malicious damage, compliance with any law or governmental order, rule, regulation or direction in each case not being enacted or in place (but whether or not in force) on the date of this Agreement, accident, failure or breakdown of plant, machinery, systems or vehicles, fire, flood, extreme weather conditions, extreme traffic congestion, power failure, failure of telecommunications.
    2. Where we are unable to perform all or some of our obligations under this Agreement as a result of force majeure, we shall have no liability in respect of the performance of such of our obligations as are delayed, hindered or prevented by the force majeure during the continuation of the force majeure and for such time after they cease as is necessary for us using all reasonable endeavours, to recommence our affected operations.
    3. If we are prevented from performance of its obligations for a continuous period of 60 days or more, either party may terminate this Agreement with immediate effect by written notice upon the other party in which case neither party shall have any liability to the other except that rights and liabilities which accrued prior to such termination shall continue to subsist.
  16. CONFIDENTIALITY

    1. You and we acknowledge and agree that the Confidential Information of the other party is strictly secret and confidential and accordingly expressly understand and agree that neither you nor we will at any time during this Agreement (except for the sole purpose of performing this Agreement) or for a period of 5 years thereafter without the other party’s express written consent divulge or use whether directly or indirectly for its own benefit or for the benefit of any other person firm or company, any of the Confidential Information of the other party.
    2. The confidentiality obligations contained in this Agreement shall not apply to any Confidential Information that has been independently developed and which has not been based on or contains any Confidential Information or that is accessible in the public domain through no breach of this Agreement.
    3. The obligations in 16.2 shall not prevent the disclosure of any of the Confidential Information where such disclosure is required by an order of any Court of competent jurisdiction or by law or by any recognised stock exchange or regulatory body.
  17. GENERAL

    1. Waiver
      Any failure to exercise or delay by a party in exercising a right or remedy arising in connection with this Agreement or by law shall not constitute a waiver of such right or remedy or of any other rights or remedies. No waiver shall be effective unless in writing and signed by the relevant party or on its behalf by a duly authorised representative. A waiver of a right or remedy on one occasion shall not constitute a waiver of the same right or remedy in the future.
    2. Invalidity/Severance
      1. If any one or more provisions of this Agreement shall be declared to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions of this Agreement shall not as a result in any way be affected or impaired unless in the reasonable opinion of either party the purpose of this Agreement is frustrated as a result.
      2. If any provisions of this Agreement are adjudged to be void or ineffective but would be valid and effective if part of the wording were deleted or the scope or periods reduced, they shall apply with such modifications as may be necessary to make them valid and effective.
    3. Variation
      Except as expressly provided in this Agreement no variation of this Agreement shall be effective unless it is made in writing and signed by each of the parties to it. For the purposes of this clause, the expression “variation” includes any supplement, deletion or replacement however effected.
    4. Notices
      1. Any notices under this Agreement shall be in writing and signed by or on behalf of the party giving it and may be served by delivering it by hand or by sending it by pre-paid recorded delivery post to the address shown above of the relevant party or such other address in England and Wales which it may have notified in writing to the other party or by email to the relevant party’s email address which has been notified for this purpose.
      2. Any such notice delivered by hand shall be deemed to be received when delivered (or, if delivered otherwise than between 9.00am and 5.00pm on a Business Day, at 9.00am on the next Business Day); any notice sent by pre-paid recorded delivery post shall be deemed to be received 2 Business Days after posting and in proving the time of despatch it shall be sufficient to show that the envelope containing such notice was properly addressed, stamped and posted and any notice served by email shall be deemed to be received on the same Business Day on which it was sent, if sent before 5.00 pm on that Business Day or, if sent after 5.00 pm, then on the next Business Day. In proving the time of sending, it is sufficient to prove that the notice was duly sent by electronic mail to the email address of the party.
    5. Relationship of the Parties
      1. Nothing in this Agreement shall be deemed to constitute a partnership, joint venture, representative or agency relationship between the parties or construed or have effect as constituting any relationship of employer and employee between the parties.
      2. Neither party shall have the authority to bind or pledge the credit of, or oblige the other in any way without obtaining the other’s prior written consent.
    6. Rights of Third Parties
      1. Each of our Affiliates (each being a “TP”) shall be entitled, pursuant to the Contracts (Rights of Third Parties) Act 1999 (“TP Act”) in its own right to the benefit of and to enforce the provisions of this Agreement, subject to and in accordance with the provisions of this Agreement and the TP Act. The consent of any TP is not required in order to rescind or vary this Agreement or any provision of it.
      2. Except as set out in clause 17.6.1 above no provision of this Agreement shall be enforceable by any person who is not a party to it pursuant to the TP Act.
    7. Assignment
      1. You may not assign, transfer, charge, hold on trust for another or deal in any other manner with this Agreement or any of its rights under it, (nor purport to do so) or sub-contract any or all of its obligations under this Agreement.
      2. We may assign, transfer, charge, hold on trust for another or deal in any other manner with the benefit and burden of the whole or any part of this Agreement without consent from you, and in the case of an assignment, if it procures that the assignee enters into a direct covenant with you to observe and perform all our obligations in this Agreement We shall be released and discharged from all obligations hereunder.
    8. Remedies
      Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
    9. Entire Agreement
      1. This Agreement and the documents referred to in it constitute the entire agreement and understanding of the parties and supersede any previous agreement or understanding between the parties with respect to the arrangements contemplated by or referred to in this Agreement.
      2. You acknowledge and agree that:

        (a) in entering into this Agreement you does not rely on, and shall have no remedy in respect of, any statement, representation, warranty (in each case whether negligently or innocently made), or understanding of any person (whether party to this Agreement or not) which is not expressly set out in this Agreement; and

        (b) the only remedy available to you for breach of any statement, representation or other term that is expressly set out in this Agreement shall be for breach of contract under the terms of this Agreement.

      3. Nothing in this clause 17.9 shall, however, operate to limit or exclude any liability for fraud or fraudulent misrepresentation.
  18. GOVERNING LAW AND JURISDICTION

    This Agreement and any dispute or claim (including any non-contractual dispute or claim) that arises out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction.