Hoowla - Terms and Conditions of Service

  • 1. Interpretation

    • 1.1 The definitions and rules of interpretation in this clause apply in these Terms.i

      Authorised Users: those employees or agents of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2.7(a) and clause b.

      Business Day: any day which is not a Saturday, Sunday or public holiday in the UK.

      Cases: means conveyancing cases logged and updated from time to time by the Authorised Users using the Services via the Website and accessible for viewing by the Users and Case shall be construed accordingly.

      Commencement Date: has the meaning given in clause 2.2.

      Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 9.5.

      Contract: the contract between the Supplier and the Customer for the supply of the Services in accordance with these Terms.

      Customer: the firm who purchases the Services from the Supplier via the Website.

      Customer Data: the data inputted by the Customer, Authorised Users, Users or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.

      Documentation: the documentation made available to the Customer by the Supplier online via the Website or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.

      Exchange(s): the process of exchange in relation to each Case as identified on the Website.

      Fees: for the Services, calculated on a per Case basis, as set out at http://www.hoowla.com/pricing.php as may be updated from time to time in accordance with clause 7.5.

      Initial Term: the initial term of these Terms being one (1) month from the Commencement Date.

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

      Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.

      Order: the Customer's order for the supply of the Services via the Website.

      Rolling Monthly Term: the period(s) described in clause 11.1.

      Services: the online conveyancing software solution provided by the Supplier as part of the Services to the Customer via the Website, as more particularly described in the Documentation.

      Supplier: Hoowla Limited incorporated and registered in England and Wales with company number 08541543 whose registered office is at 11 Wind Street, TechHub, Swansea, SA1 1DP

      Term: has the meaning given in clause 11.1 (being the Initial Term together with any subsequent Rolling Monthly Term).

      Terms: these terms and conditions of service as may be amended from time to time in accordance with clause 20.

      Users: means any third party authorised by the Customer to access the Website for the purposes of viewing the progression of a Case.

      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.

      Website: means www.hoowla.com or any other website notified to the Customer by the Supplier from time to time.

    • 1.2Clause and paragraph headings shall not affect the interpretation of these Terms.

    • 1.3A 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.

    • 1.4A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

    • 1.5Words in the singular shall include the plural and vice versa.

    • 1.6A reference to one gender shall include a reference to the other genders.

    • 1.7A 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.

    • 1.8A reference to writing or written includes e-mail but not faxes.

    • 1.9References to clauses are to the clauses of these Terms.

  • 2.Access to the Services

    • 2.1The Order constitutes an offer by the Customer to purchase the Services in accordance with these Terms.

    • 2.2The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

    • 2.3The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.

    • 2.4Any illustrations or descriptions of the Services contained in the Supplier's brochures are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

    • 2.5These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

    • 2.6Subject to the restrictions set out in this clause 2 and the other terms of these Terms, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Term and to provide access to Users to the Website.

    • 2.7In relation to the Authorised Users and Users, the Customer undertakes that:

      • (a)it shall procure that, each Authorised User and Users keep a secure password for their use of the Services and Documentation and that each Authorised User and Users shall keep their password confidential; and
      • (b)it shall maintain a written, up to date list of current Authorised Users and Users and provide such list to the Supplier within two (2) Business Days of the Supplier's written request at any time or times.
    • 2.8The Customer shall, and shall procure that the Users shall, not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
      • (a)is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      • (b)facilitates illegal activity;
      • (c)depicts sexually explicit images;
      • (d)promotes unlawful violence;
      • (e)is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
      • (f)in a manner that is otherwise illegal or causes damage or injury to any person or property, and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's and Users' access to any material that breaches the provisions of this clause.
    • 2.9The Customer shall not, and shall procure that the Users shall not,:

      • (a)except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
        • (i)and except to the extent expressly permitted under these Terms, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Website and/or Documentation (as applicable) in any form or media or by any means; or
        • (ii)attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Website;
      • (b)use the Services and/or Documentation to provide services to third parties or attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than the Users; or
      • (c)subject to clause 17.1, 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 and the Users in accordance with the terms of these Terms.
    • 2.10The Customer 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 such unauthorised access or use, promptly notify the Supplier.

    • 2.11The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
  • 3.Services

    • 3.1The Supplier shall, during the Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of these Terms.
    • 3.2The Supplier shall use commercially reasonable endeavours to make the Services available twenty four (24) hours a day, seven days a week, except for:

      • (a)planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
      • (b)unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least six (6) Normal Business Hours' notice in advance.
    • 3.3The Supplier will provide the Customer with, as part of the Services and at no additional cost to the Customer, the Supplier's standard customer support services during Normal Business Hours in accordance with the Supplier's Support Services Policy in effect at the time that the Services are provided. The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time.
    • 3.4The Supplier shall grant a non-exclusive, non-transferable right to the Customer to permit access to the Website by the Users during the term of these Terms for the purposes of the Users reviewing the progress of, and making notes on, Cases.
    • 3.5The Supplier may, from time to time during the term of the agreement, supply such other services as may be agreed between the parties subject to the term of these Terms and on the Supplier's standard daily fee rates.
  • 4.Customer data

    • 4.1The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
    • 4.2The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at http://www.hoowla.com/privacy.php or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Supplier shall use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy.
    • 4.3The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at http://www.hoowla.com/privacy.php or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
    • 4.4If the Supplier processes any personal data on the Customer's behalf when performing its obligations under these Terms, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
      • (a)the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with these Terms on the Customer's behalf;
      • (b)the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
      • (c)the Supplier shall process the personal data only in accordance with the terms of these Terms and any lawful instructions reasonably given by the Customer from time to time; and
      • (d)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.
  • 5.Supplier's obligations

    • 5.1The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
    • 5.2The undertaking at clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Notwithstanding the foregoing, the Supplier:

      • (a)does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
      • (b)is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
    • 5.3These Terms shall not prevent the Supplier 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 these Terms.
    • 5.4The Supplier warrants, represents and undertakes that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms.
  • 6.Customer's obligations

    • 6.1The Customer shall:
      • (a)provide the Supplier with:

        • (i)all necessary co-operation reasonably required by the Supplier in relation to these Terms; and
        • (ii)all necessary access to such information as may be reasonably required by the Supplier; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
      • (b)comply with all applicable laws and regulations with respect to its activities under these Terms;
      • (c)carry out all other Customer responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
      • (d)ensure that the Authorised Users and Users use the Services and the Documentation in accordance with the terms and conditions of these Terms and shall be responsible for any Authorised User's or Users breach of these Terms;
      • (e)obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under these Terms, including without limitation the Services;
      • (f)ensure that it maintains hardware to comply with the relevant minimum specifications provided by the Supplier from time to time;
      • (g)ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
      • (h)be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
  • 7.Charges and payment

    • 7.1The Customer shall pay the Fees to the Supplier for each Case that Exchanges per month during the Initial Term and each Monthly Rolling Term in accordance with this clause 7. The Supplier reserves and shall have the right to charge the Fees for each Case that does not Exchange if, in its sole reasonable opinion, such Case has exchanged but has not been updated on the Website or the Customer has ceased to use the Services immediately prior to Exchange.
    • 7.2The Supplier may invoice the Customer for the Fees on or after the expiry of the Initial Term and, subject to clause 11.1, on or after the expiry of each Rolling Monthly Term for the Fees payable in respect of that Rolling Monthly Term and the Customer shall pay the Fees for the Initial Term or the Rolling Monthly Term within fourteen (14) days of the date of such invoice.
    • 7.3If the Supplier has not received payment within fourteen (14) days after the due date, and without prejudice to any other rights and remedies of the Supplier:
      • (a)the Supplier may, without liability to the Customer, disable the Customer's, including for the avoidance of doubt all Authorised User's and Users', passwords, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
      • (b)interest shall accrue on such due amounts at an annual rate equal to four per cent (4%) over the then current base lending rate of the Bank of England at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
    • 7.4All amounts and fees stated or referred to in these Terms:
      • (a)shall be payable in pounds sterling;
      • (b)are, subject to clause b, non-cancellable and non-refundable; and
      • (c)are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.
    • 7.5The Supplier shall be entitled to increase the Fees at the start of a Rolling Monthly Term upon sixty (60) days' prior notice to the Customer.
  • 8.Proprietary rights

    • 8.1The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Services, the Documentation and the Website. Except as expressly stated herein, the Contract does not grant the Customer any rights to, or in, Intellectual Property Rights, or any other rights or licences in respect of the Services, the Documentation and the Website.
    • 8.2The Supplier confirms that it has all the rights in relation to the Services, the Documentation and the Website that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Contract.
  • 9.Confidentiality

    • 9.1Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms. A party's Confidential Information shall not be deemed to include information that:
      • (a)is or becomes publicly known other than through any act or omission of the receiving party;
      • (b)was in the other party's lawful possession before the disclosure;
      • (c)is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
      • (d)is independently developed by the receiving party, which independent development can be shown by written evidence; or
      • (e)is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
    • 9.2Each 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 implementation of these Terms.
    • 9.3Each 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 violation of the terms of these Terms.
    • 9.4Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
    • 9.5The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.
    • 9.6The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.
    • 9.7This clause 9 shall survive termination of the Contract, however arising.
  • 10.Limitation of liability

    • 10.1This clause 10 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
      • (a)arising under or in connection with the Contract;
      • (b)in respect of any use made by the Customer of the Services and Documentation or any part of them; and
      • (c)in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.
    • 10.2Except as expressly and specifically provided in these Terms:
      • (a)the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;
      • (b)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
      • (c)the Services and the Documentation are provided to the Customer on an "as is" basis.
    • 10.3Nothing in these Terms excludes the liability of each party:
      • (a)for death or personal injury caused by that party's negligence; or
      • (b)for fraud or fraudulent misrepresentation.
    • 10.4Subject to clause 10.2 and clause 10.3:
      • (a)the Supplier shall not be liable whether in tort (including for 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 these Terms; and
      • (b)the Supplier's total aggregate liability to the Customer 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 to the total Fees paid by the Customer during the six (6) months immediately preceding the date on which the claim arose.
  • 11.Term and termination

    • 11.1The Contract shall, unless otherwise terminated as provided in this clause 11, commence on the Commencement Date and shall continue for the Initial Term and, thereafter, these Terms shall be automatically renewed for successive periods of one (1) month (each a Rolling Monthly Term), unless:

      • (a)either party notifies the other party of termination, in writing, at least thirty (30) days before the end of the Initial Term or any Rolling Monthly Term, in which case these Terms shall terminate upon the expiry of the applicable Initial Term or Rolling Monthly Term; or
      • (b)otherwise terminated in accordance with the provisions of these Terms; and the Initial Term together with any subsequent Rolling Monthly Term shall constitute the Term.
    • 11.2Without prejudice 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:

      • (a)the other party commits a material breach of any of the terms of these Terms and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified in writing of the breach;
      • (b)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;
      • (c)an order is made for the appointment of an administrator to manage the affairs, 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);
      • (d)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;
      • (e)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;
      • (f)the other party ceases, or threatens to cease, to trade; or
      • (g)the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
    • 11.3Without prejudice to any other rights or remedies to which the Supplier may be entitled, the Supplier may terminate the Contract with immediate effect by serving written notice on the Customer and without liability to the Customer, if the Customer:

      • (a)on a consistent basis, in the Supplier's sole reasonable opinion, ceases to use the Services immediately prior to Exchange; or
      • (b)fails to use the Services in two (2) consecutive months unless it has otherwise notified the Supplier in writing.
      • 11.4On termination of the Contract for any reason:
      • (a)all licences granted under the Contract shall immediately terminate;
      • (b)each party shall return and make no further use of any Documentation and other items (and all copies of them) belonging to the other party;
      • (c)the Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within thirty (30) days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
      • (d)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.
  • 12.Compliance with relevant requirements

    • 12.1The Customer shall:

      • (a)comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 ("Relevant Requirements");
      • (b)not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
      • (c)comply with the Supplier's ethics, anti-bribery and anti-corruption policies, in each case as the Supplier or the relevant industry body may update them from time to time ("Relevant Policies"); and
      • (d)have and shall maintain in place throughout the term of the Contract its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and clause 12.1(b), and will enforce them where appropriate.
    • 12.2Breach of this clause 12 shall be deemed a material breach under clause 11.
    • 12.3For the purpose of this clause 12, the meaning of adequate procedures shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act).
  • 13.Force majeure

    The Supplier shall have no liability to the Customer under the Contract if it is prevented from or delayed in performing its obligations under the Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or 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 the Customer is notified of such an event and its expected duration.

  • 14.Waiver

    • 14.1A 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.
    • 14.2Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
  • 15.Severance

    • 15.1If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
    • 15.2If 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.
  • 16.Entire agreement

    • 16.1These Terms, and any documents referred to in them, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
    • 16.2Each of the parties acknowledges and agrees that in entering into these Terms 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 these Terms, other than as expressly set out in these Terms.
  • 17.Assignment

    • 17.1The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
    • 17.2The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
  • 18.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, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

  • 19.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) pursuant to the Contracts (Rights of Third Parties) Act 1999.

  • 20.Variation

    • 20.1Except as set out in these Terms, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Supplier.
  • 21.Notices

    • 21.1Any 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 Contract, or such other address as may have been notified by that party for such purposes or sent by email to the email address specified in writing from time to time.
    • 21.2A notice delivered by hand shall be deemed 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 deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email, shall be deemed delivered when received.
  • 22.Governing law and jurisdiction

    • 22.1The 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 laws of England and Wales.
    • 22.2The parties irrevocably agree that the courts of England and 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).

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