Attraction Technology Limited incorporated and registered in England and Wales with company number 07072750 whose registered office is at Unit 10 Uttoxeter Business Centre, Town Meadows Way, Uttoxeter, Staffordshire, ST14 8AZ, United Kingdom ('Supplier'); and
The Customer whose name and particulars are set out in the Order Form ('Customer').
The definitions and rules of interpretation set out in this Clause 1.1 shall apply to this Agreement.
The Supplier's policy on acceptable use of the Services (as Updated from time to time), available at https://attractions.io/acceptable-use-policy/;
In respect of any entity, any entity that directly or indirectly controls, is controlled by or is under common control with that entity within the meaning set out in section 1124 of the Corporation Tax Act 2010;
Has the meaning given to it in Clause 1.2(a);
Means data that has been de-identified and/or aggregated with other data to such an extent that data subjects are no longer identified, identifiable or otherwise ascertainable by reference to or with the combination of other datasets;
The users authorised by the Customer to use the Control Panel in accordance with the terms of this Agreement;
A day other than a Saturday, Sunday or bank or public holiday in England;
The Supplier's cloud-hosted software-as-a-service control panel software application to which the Customer has subscribed as set out in the Order Form (under the so-called 'core' section);
All data (in any form) that is provided to the Supplier or uploaded or hosted on any part of any Service by the Customer or by any Authorised User (but excluding Feedback);
All of the Materials provided or made available by or on behalf of the Customer;
All software and systems used by or on behalf of the Customer, any of its or their direct or indirect sub-contractors, or any Authorised User in connection with the provision or receipt any of the Services or that the Services otherwise, link, inter-operate or interface with or utilise (in each case whether directly or indirectly);
The addendum at Schedule 1 identifying certain respective rights and obligations of the parties in respect of personal data and privacy under this Agreement (as Updated from time to time);
(d) The description and specification of the Mobile Application (as Updated from time to time);
(e) The description and specification of the Control Panel (as Updated from time to time);
(f) In respect of the Control Panel, the relevant instructions as to how to use that part of the Subscribed Services made available by the Supplier (as Updated from time to time);
Any person the Customer permits access to use any Mobile Application;
Has the meaning given to it in Clause 9.4;
The Set-up Fee, Subscribed Service Fee and any other amounts payable to the Supplier under this Agreement and as set out in the Order Form;
Has the meaning given to it in Clause 17.1;
An event or sequence of events beyond a party's reasonable control preventing or delaying it from performing its obligations under this Agreement (provided that an inability to pay is not Force Majeure), including any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet;
Any and all copyright, neighbouring and related rights, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:
Whether registered or not;
(a) Including any applications to protect or register such rights;
(b) Including all renewals and extensions of such rights or applications;
(c) Whether vested, contingent or future; and
(d) Wherever existing;
All services, data, information, content, Intellectual Property Rights, websites, software and other materials provided in connection with the Services, but excluding all Customer Data;
The mobile application described at https://attractions.io/feature-library, including all other releases, versions, upgrades or updates of such mobile application provided by or on behalf of the Supplier to the Customer;
Materials provided, controlled or owned by or on behalf of a third party the use of which is subject to a separate agreement or licence with the relevant third party (including such Non-Supplier Materials which may be linked to, interact with or used by the Services) and all other Materials expressly identified as Non-Supplier Materials in this Agreement;
The effective date of the Order Form;
The electric or physical form ordering Services, to which these Standard Terms and Conditions are attached as Annex 1, and entered into by or on behalf of the Customer and Supplier;
(a) Scheduled maintenance which the Supplier shall use reasonable endeavours to undertake from 2am to 6am (UK time);
(b) Emergency maintenance; or
(c) Downtime caused in whole or part by Force Majeure.
Use solely for the Customer's internal business operations in accordance with the applicable Documentation and this Agreement. Permitted Purpose expressly excludes any of the following to the maximum extent permitted by law:
(a) Copying, reproducing, publishing, distributing, redistributing, broadcasting, transmitting, modifying, adapting, editing, abstracting, storing, archiving, displaying publicly or to third parties, selling, licensing, leasing, renting, assigning, transferring, disclosing (in each case whether or not for charge) or in any way commercially exploiting any part of the Services or Documentation;
(b) Permitting any use of the Services or Documentation in any manner by any third party (including permitting use in connection with any timesharing or service bureau, outsourced or similar service to third parties or making the Services or Documentation (or any part) available to any third party or allowing or permitting a third party to do any of the foregoing);
(c) Combining, merging or otherwise permitting the Services to become incorporated in any other program or service, or arranging or creating derivative works based on it (in whole or in part); or
(d) Attempting to reverse engineer, observe, study or test the functioning of or decompile the Services (or any part),
except as expressly permitted under this Agreement;
Has the meaning given in the Data Protection Addendum;
(a) Any breach of this Agreement by the Customer; or
(b) Any Force Majeure;
Has the meaning given to it in Clause 17.1;
24 hours a day, seven days a week excluding Permitted Downtime;
The provision of Subscribed Services (including the Mobile Application, the Control Panel, the hosting of the Mobile Application on the App Store / Google Play store and Set-up Services, as requested by Customer under the Order Form;
The fees payable by the Customer in consideration of the Set-up Services as set out in the Order Form;
In relation to the Visitor Attraction, the set-up services and deliverables specified in the Order Form and to be carried out based on the agreed Timeline;
The terms set out in the clauses and other provisions of this document (including Schedule 1), as Updated from time to time;
The fees payable by the Customer in consideration of the Subscribed Services and excluding the Set-up Fees, as set out in the Order Form;
(subject to Clauses 17 and 18) in respect of each Subscribed Service, the duration during which such services are to be provided as initially set out in the Order Form and as varied in accordance with this Agreement;
The services – core, mobile ticketing, food ordering – to which the Customer has subscribed as set out in the Order Form (and 'Subscribed Service' shall refer to each respective service separately);
All information (whether in oral, written or electronic form) relating to the Supplier's business which may reasonably be considered to be confidential in nature including information relating to the Supplier's technology, know-how, Intellectual Property Rights, assets, finances, strategy, products and customers. All information relating to the pricing terms, the Documentation and any other technical or operational specifications or data relating to each Service shall be part of the Supplier's Confidential Information;
All of the Materials provided or made available by or on behalf of the Supplier, but excluding all Customer Data and all Non-Supplier Materials;
The period beginning on Order Acceptance and ending with the last of the Subscribed Service Periods;
Has the meaning given to it in the Order Form;
Has the meaning given in Clause 5.2, and 'Updated' shall be construed accordingly;
Has the meaning given in Clause 5.1;
United Kingdom value added tax, any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom;
The visitor attraction as set out in the Order Form.
(a) The Order Form entered into by the Customer shall form part of this Standard Terms and Conditions together with the Data Protection Addendum, the SLAs and Acceptable Use Policy ('Agreement');
(b) In the event of any conflict in respect of the provisions of the Agreement and/or the documents referred to therein the following order of priority shall prevail (in descending order of priority): (i) the Order Form; (ii) the Data Protection Addendum; (iii) the Acceptable Use Policy; (iv) the SLAs; (v) the Standard Terms and Conditions; and (vi) the Documentation;
(c) Subject to the order of priority between documents in Clause 1.2(b), later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.
The Customer may order additional Services and amend the selected package of Services at any point using additional Order Forms and based on the Standard Terms and Conditions in force at the relevant point in time. Any subsequent Order Form shall constitute a new Agreement (for the purposes of Clause 1.2(a)) that prevails, starting from its signing date, over the earlier one (as set out in Clause 1.2(c)). Order Forms shall only be legally binding if and to the extent accepted by the Supplier.
Subject to the terms of this Agreement and upon Order Acceptance, the Supplier shall:
(a) Provide the Mobile Application relating to the Visitor Attraction in accordance with Clause 3;
(b) Provide the Control Panel relating to the Visitor Attraction in accordance with Clauses 3 and 4;
(c) Provide other Services relating to the Visitor Attraction as requested by the Customer in the relevant Order Form and in accordance with the Documentation;
(d) Allow Customer to promote the use of the Mobile Application relating to the Visitor Attraction during the Term;
(e) Provide support services in accordance with the SLAs (Annex 2).
Upon Order Acceptance and subject to the terms of this Agreement, the Supplier grants the Customer a non-exclusive, non-transferable, personal right to:
(a) Use the Control Panel during Service Hours;
(b) Use and permit End-Users to use the Mobile Application during the Service Hours;
(c) Copy and use the Documentation as strictly necessary to use the Control Panel/Mobile Application;
(d) Upload Customer Provided Materials and make available Customer Provided Materials on the Mobile Application;
(e) Use the Supplier Provided Materials,
during the Term for the Permitted Purpose.
The Customer acknowledges that the Services do not include any services, systems or equipment required to access the internet or dedicated data back up or disaster recovery facilities (and the Customer should ensure it at all times maintains backups of all Customer Data).
To allow the Supplier to perform the Services, the Customer acknowledges and agree to provide the former with full administrator access to the Customer Apple Developer and Google Play accounts. These accounts are charged for separately by Apple and Google and the Customer is solely responsible for ensuring that such fees are paid.
The Customer shall ensure that only Authorised Users use the Control Panel and that such use is at all times in accordance with this Agreement. The Customer shall ensure that Authorised Users are, at all times whilst they have access to the Control Panel, the employees or contractors of the Customer.
In relation to the Services, the Supplier may at its absolute discretion make, and notify the Customer of, updated versions of the Documentation, Data Protection Addendum or Acceptable Use Policy from time to time by notifying the Customer of such update ('Update Notification').
The document(s) subject to such Update Notification shall replace the preceding version of the same document(s) for the purposes of this Agreement from the date 10 Business Days' after Update Notification of such revised document(s) (the 'Update') (or at such later date as the Supplier may specify).
In the event that the Customer reasonably believes that any Update materially impacts it negatively in any manner it may by notice elect to terminate this Agreement in respect of all impacted Services provided it exercises such right prior to such Update taking effect pursuant to Clause 5.2 on not less than twenty (20) Business Days prior written notice and notifies the Supplier at the time of exercising such right of the negative impact which has caused it to exercise this right. In the event of such termination the Customer shall receive a refund of any pre-paid Fees in respect of such terminated Services.
The Supplier reserves the right to change the technical features of the Services from time to time if and to the extent that this does not significantly affect the performance of the Services and/or the purpose of this Agreement. Insofar as the provision of modified features of the Services is accompanied by a significant change and/or restrictions in the usability of the Services, the Provider shall notify the Customer of this change and Clauses 5.1, 5.2, and 5.3 apply.
The Set-up Fee, Subscribed Service Fee, and any other charges (including expenses) expressly agreed between the parties in writing shall be paid by the Customer at the rates and in the manner described in the Order Form.
The Fees are non-refundable and exclusive of VAT which shall be payable by the Customer at the rate and in the manner prescribed by law.
The Supplier shall be entitled to increase the Fees for any and all Services at any time after the first Renewal Date by notice to the Customer, provided that the Supplier shall not be entitled to increase the Fees on less than six weeks prior notice or more than once every 12 months. In particular, the Supplier shall be entitled to increase the Subscribed Service Fees if the annual visitor number rises above the threshold indicated in the Order Form.
Subject to the remainder of this Clause 7, the Supplier warrants that:
(a) The Mobile Application, Control Panel, and each Subscribed Service shall operate materially in accordance with the relevant Documentation when used in accordance with this Agreement under normal use and normal circumstances during the relevant Subscribed Service Period; and
(b) It will provide each of the Services with reasonable care and skill.
The Services may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties. The Customer acknowledges that such risks are inherent in cloud services and that the Supplier shall have no liability for any such delays, interruptions, errors or other problems.
The warranties in Clause 7.1 are subject to the limitations set out in Clause 15 and shall not apply to the extent that any error in the Services arises as a result of (in whole or in part): (i) modification, incorrect operation or use of the Services by the Customer; (ii) use of any of the Services other than for the purposes for which it is intended; (iii) use of any Services with other software or services or on equipment with which it is incompatible; (iv) any act by any third party (including hacking or the introduction of any virus or malicious code); or (v) any breach of this Agreement by the Customer (or by any Authorised User).
The Supplier may make Non-Supplier Materials available for the Customer's use in connection with the Services. The Customer agrees that:
(a) The Supplier has no responsibility for the use or consequences of use of any Non-Supplier Materials;
(b) The Customer's use of any Non-Supplier Materials shall be governed by the applicable terms between the Customer and the owner or licensor of the relevant Non-Supplier Materials;
(c) The Customer is solely responsible for any Non-Supplier Materials used in connection with the Services and for compliance with all applicable third party terms which may govern the use of such Non-Supplier Materials; and
(d) The continued availability, compatibility with the Services and performance of the Non-Supplier Materials is outside the control of the Supplier.
The Customer acknowledges that no liability or obligation is accepted by the Supplier (howsoever arising whether under contract, tort, in negligence or otherwise):
(a) That the operation of the Control Panel or Mobile Application shall not be subject to minor errors or defects; or
(b) That the Services shall be compatible with any other software or service or with any hardware or equipment except to the extent expressly referred to as compatible in the relevant Documentation.
Other than as set out in this Clause 7, and subject to Clause 15.4, all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.
The Customer shall at all times comply with all applicable laws relating to the use or receipt of the Services, including laws relating to privacy, data protection and use of systems and communications.
The Customer shall comply with the agreed Timeline and, upon request of the Supplier, shall provide the Supplier with information on daily visitor numbers, that shall be treated as Customer Data for the purposes of Clause 13. All information provided on daily/annual visitor numbers shall be complete, accurate and not misleading. The Supplier shall be entitled to charge additional fees equal to […] in connection with any period of time in which a Supplier's audit or investigation demonstrates that the Customer reported incomplete, inaccurate or misleading information.
All Intellectual Property Rights in and to the Services (including in all software, Documentation, Supplier Provided Materials, and bespoke interfaces, but excluding any Customer Provided Materials) belong to and shall remain vested in the Supplier or the relevant third party owner. For the avoidance of doubt, any Intellectual Property Rights in and to any map, drawing or illustration created by the Supplier in connection with the Services shall remain vested in the Supplier or the relevant third party owner. To the extent that the Customer, any of its Affiliate or any person acting on its or their behalf acquires any Intellectual Property Rights in any software, Documentation, Supplier Provided Materials or any other part of the Services, the Customer shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to the Supplier or such third party as the Supplier may elect. The Customer shall execute all such documents and do such things as the Supplier may consider necessary to give effect to this Clause 9.1.
All Intellectual Property Rights in and to the Customer Provided Materials and Customer Data belong to and shall remain vested in the Customer or the relevant third party owner. The Customer and Authorised Users may store or transmit Customer Data using the Control Panel and the Control Panel may interact with Customer Systems. The Customer hereby grants a royalty-free, non-transferable, non-exclusive, irrevocable licence for the Supplier (and each of its direct and indirect sub-contractors) to use, copy and other otherwise utilise the Customer Data, Customer Provided Materials, and Customer Systems to the extent necessary to perform or provide the Services or to exercise or perform the Supplier's rights, remedies and obligations under this Agreement.
The Supplier grants no Intellectual Property Rights or other rights in connection with any Non-Supplier Materials.
The Supplier may use any feedback and suggestions for improvement relating to the Services provided by the Customer, or any Authorised User without charge or limitation ('Feedback'). The Customer hereby assigns (or shall or procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to the Supplier at the time such Feedback is first provided to the Supplier.
Except for the rights expressly granted in this Agreement, the Customer, any Authorised User, any Customer Affiliate and their direct and indirect sub-contractors, shall not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Services (or any part including the Documentation) and no Intellectual Property Rights of either party are transferred or licensed as a result of this Agreement.
This Clause 9 shall survive the termination or expiry of this Agreement.
The Supplier may elect to terminate this Agreement immediately by written notice if any third party alleges that the Services (in whole or in part) infringes the rights, including any Intellectual Property Rights, of a third party. In such case, the Supplier shall refund to the Customer any unused proportion of Fees paid in advance.
The Customer shall indemnify, keep indemnified and hold harmless the Supplier (on the Supplier's own behalf on behalf of each of the Supplier's Affiliates) from and against any losses, claims, damages, liability, costs (including legal and other professional fees) and expenses incurred by it (or any of its Affiliates) as a result of any third party alleging that the Customer Provided Materials or Customer Data (without prejudice to the Supplier's obligations under the Data Protection Addendum) infringes the rights, including any Intellectual Property Rights, of a third party.
This Clause 10 shall survive termination or expiry of this Agreement.
Customer Data shall at all times remain the property of the Customer or its licensors.
Except to the extent the Supplier has direct obligations under data protection laws, the Customer acknowledges that the Supplier has no control over any Customer Data hosted as part of the provision of the Services. The Customer shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Customer Data and that its use (including use in connection with the Service) complies with all applicable laws and Intellectual Property Rights.
Except as otherwise expressly agreed in this Agreement, the Supplier shall not be obliged to provide the Customer with any assistance extracting, transferring or recovering any data whether during or after the Term. The Customer shall, without limitation, ensure that it backs up (or procures the back up of) all Customer Data regularly (in accordance with its and its Authorised User's needs) and extracts it from the Control Panel prior to the termination or expiry of this Agreement or the cessation or suspension of any of the Services.
Unless otherwise set out in the Order Form, or subsequently agreed by the parties in writing, the Customer hereby instructs that the Supplier shall, within 60 days of the end of the provision of the Services (or any part) relating to the processing of the Customer Data, securely dispose of such Customer Data processed in relation to the Services (or any part) which have ended (and all existing copies of it) except to the extent that any Applicable Law (as defined in the Data Protection Addendum) requires the Supplier to store such Customer Data. The Supplier shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any such Customer Data undertaken in accordance with this Agreement.
The Customer agrees that the Supplier may de-identify Customer Data and/or Customer Provided Materials to render it Anonymous Data, which may then be used by the Supplier for the purposes of improving its services, operations and systems.
For the purposes of Clause 12.1, the Customer hereby grants to the Supplier a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, transferable, and sub-licensable licence to use, copy and otherwise utilise Anonymous Data to improve the Supplier's services and operations, which shall include (without limitation) the following acts:
(a) Formatting and cleansing the Anonymous Data;
(b) analysing the Anonymous Data to identify patterns and drawing conclusions to improve the Supplier's services, operations and systems;
(c) Using Anonymous Data to improve features or functionality of the Supplier's services, operations and systems;
(d) Using Anonymous Data to provide benchmarking data for other Supplier's customers; and
(e) Using Anonymous Data to develop new products or services.
For the avoidance of any doubt, the Supplier shall own any and all Intellectual Property Rights in the data, analysis and improvements the Supplier (or its agents) derive from the Anonymous Data.
The Supplier shall maintain the confidentiality of the Customer Data and shall not, without the prior written consent of the Customer or in accordance with this Agreement, disclose or copy the Customer Data other than as necessary for the performance of the Services or its express rights and obligations under this Agreement. The Customer shall maintain the confidentiality of the Supplier's Confidential Information and shall not, without the prior written consent of the Supplier, disclose, copy or modify the Supplier's Confidential Information (or permit others to do so) other than as necessary for the performance of its express rights and obligations under this Agreement.
The Customer shall give notice to the Supplier of any unauthorised use, disclosure, theft or loss of the Supplier's Confidential Information immediately upon becoming aware of the same.
The provisions of this Clause 13 shall not apply to information which:
(a) Is or comes into the public domain through no fault of the receiving party, its officers, employees, agents or contractors;
(b) Is lawfully received by the receiving party from a third party free of any obligation of confidence at the time of its disclosure;
(c) Is independently developed by the receiving party (or any of its Affiliates or any person acting on its or their behalf), without access to or use of such information; or
(d) Is required by law, by court or governmental or regulatory order to be disclosed,
provided that Clauses 13.3(a) to 13.3(c) (inclusive) shall not apply to Protected Data.
This Clause 13 shall survive the termination or expiry of this Agreement for a period of 10 years.
To the maximum extent permitted by law, the Supplier shall not be liable (under any legal theory, including negligence) for any breach, delay or default in the performance of this Agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by any Relief Event.
The extent of the party's liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation or under any indemnity) shall be as set out in this Clause 15.
Subject to Clause 15.4, the Supplier's aggregate liability howsoever arising under or in connection with this Agreement shall not exceed an amount equal to the Fees for all Services paid or payable to the Supplier in the 12-month period immediately preceding the incident giving rise to the claim under this Agreement.
Subject to Clause 15.4, the Supplier shall not be liable for consequential, indirect or special losses, any (direct or indirect) loss of profit, destruction, loss of use or corruption of data, loss or corruption of software or systems, loss or damage to equipment, loss of use, loss of production, loss of contract, loss of opportunity, loss of savings, discount or rebate (whether actual or anticipated), and/or harm to reputation or loss of goodwill.
Notwithstanding any other provision of this Agreement, the Supplier's liability shall not be limited in any way in respect of: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other losses which cannot be excluded or limited by applicable law.
This Clause 15 shall survive the termination or expiry of this Agreement.
The Supplier may suspend access to the Services if:
(a) The Supplier reasonably suspects that there has been a serious misuse of the Services; or
(b) The Customer fails to pay any sums due to the Supplier by the due date for payment and such amount remains unpaid within 5 Business Days after the Customer has received notification that the payment is overdue.
Fees shall remain payable during any period of suspension notwithstanding that the Customer, or some or all of the Authorised Users, or End-Users may not have access to the Services.
Unless the Order Form specifies that there shall be no automatic renewals and subject to Clause 17.2, on expiry of the Subscribed Service Period indicated in the Order Form for each Subscribed Service the Subscribed Service Period shall continue and automatically renew for a further period of twelve months ('first Renewal Date') and thereafter renew for a further period of twelve months on each anniversary of the first Renewal Date (each of the first Renewal Date and each such anniversary being a 'Renewal Date').
If either party wishes for the Subscribed Service Period to expire on the next Renewal Date, it may cause each Subscribed Service to expire on that Renewal Date by notice, provided such notice is served at least 90 days prior to that Renewal Date. If notice is not served within the timeframes set out in this Clause 17.2, the relevant Subscribed Service shall renew at the next Renewal Date in accordance with Clause 17.1.
This Agreement shall come into force on the Order Acceptance and, unless terminated earlier in accordance with its terms, shall continue for the duration of the Term after which it shall automatically expire.
Either party may terminate this Agreement immediately at any time by giving notice in writing to the other party if:
(a) The other party commits a material breach of this Agreement and such breach is not remediable;
(b) The other party commits a material breach of this Agreement which is not remedied within 10 Business Days of receiving written notice of such breach; or
(c) The other party has failed to pay any amount due under this Agreement on the due date and such amount remains unpaid within 10 Business Days after the other party has received notification that the payment is overdue.
Any breach by the Customer of the Acceptable Use Policy or of Clause 9 shall be deemed a material breach of this Agreement which is not remediable.
Immediately on termination or expiry of this Agreement (for any reason), the rights granted by the Supplier under this Agreement shall terminate and the Customer shall stop using the Services and destroy and delete or, if requested by the Supplier, return any copies of the Documentation in its possession or control (or in the possession or control of any person acting on its behalf).
Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of this Agreement that is expressly or by implication intended to continue beyond termination.
This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral. Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement. Nothing in this Agreement shall limit or exclude any liability for fraud.
Any notice given by a party under this Agreement shall be in writing and in English and signed by, or on behalf of, the party giving it (except for notices sent by email).
Notices shall be sent to:
(a) In the case of those to the Supplier, to the following email: email@example.com; and
(b) In the case of those to the Customer, to any email, physical address or contact details notified on the Order Form.
Any change to the contact details of a party as set out in Clause 21.2 shall be notified to the other party in accordance with Clause 21.1.
No variation of this Agreement shall be valid or effective unless it is (i) an Update made in accordance with this Agreement; or (ii) made in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.
Except as expressly provided in this Agreement, the Supplier may at any time assign, sub-contract, sub-licence (including by multi-tier), transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement. The Supplier may novate this Agreement to any Affiliate upon written notification to the Customer (and the Customer hereby provides its irrevocable consent to any such novation).
Except as expressly permitted by this Agreement, the Customer shall not assign, transfer, sub-contract, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement (including the licence rights granted), in whole or in part, without the Supplier's prior written consent.
Each party shall pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
The parties are independent and are not partners or principal and agent and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party's behalf.
If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected and the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
No failure, delay or omission by either party in exercising (in whole or in part) any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.
This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).