Terms And Conditions

IRIS GROUP LIMITED

END USER LICENSE AGREEMENT

IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY. DOWNLOADING, INSTALLING OR USING IRIS SOFTWARE CONSTITUTES ACCEPTANCE OF THIS AGREEMENT.

IRIS is willing to license the Service identified below to you ("Customer") upon the condition that you accept all the terms contained in this license agreement ("Agreement"). Please read the Agreement carefully. By using this Service, you accept the terms of this Agreement. No conflicting terms contained in any Licensee purchase order or other document shall have any effect.

Background

(A) The Supplier is a provider of certain business software applications and platforms which it makes available to business subscribers via the internet on a pay-per-use basis.

(B) The Customer wishes to be provided with the Supplier's services under a non-exclusive licence, from a remote location, in its business operations in return for the payment of an agreed fee.

(C) The parties have agreed that the terms and conditions set out in this Agreement will apply to the provision of services by the Supplier to the Customer as indicated in the relevant Contract.

1. Definitions

In this Agreement, the following expressions shall have the following meanings, unless inconsistent with the context:

"Agreement"	These terms and conditions and the Contract referred to therein.
"Authorised User"	Any employee, temporary staff agent or contractor of the Customer that accesses the Service with the permission of the Customer.
"Business Day"	Any day which is not a Saturday, Sunday or public or bank holiday in England and Wales.
"Charges"	The charges for the Service as set out in the Contract.
"Contract"	The contract details selected by Customer which form part of this Agreement.
"Customer Equipment"	The equipment required to enable the Supplier to provide the Service including IRIS Payroll Software.
"Effective Date"	The date on which this Agreement is signed on behalf of the Supplier.
"Group Company"	Means (in relation to each party) any subsidiary, group or parent company from time to time of a party (as such words are defined in the Companies Act 2006).
"Intellectual Property Rights"	Any and all patents, trade marks, service marks, copyright, moral rights, rights in design, know-how, confidential information and all or any other intellectual or industrial property rights whether or not registered or capable of registration, any accrued rights and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating thereto.
"Minimum Term"	The minimum period for which Supplier is to provide and the Customer is to receive the Service as set out in clause 3.3.
"Pay As You Go"	An alternative to an annual contract. The Customer purchases credits for Services on a pay as you go basis.
"Renewal Term"	Any subsequent periods for which this Agreement is renewed after the Minimum Term.
"Representative"	As defined in the Contract.
"Service"	The hosted service provided or to be provided by the Supplier to the Customer pursuant to this Agreement.
"Term"	The Minimum Term and any Renewal Term.

2. Interpretation

2.1 A reference to one gender includes a reference to the other gender.

2.2 Words in the singular include the plural and in the plural include the singular.

2.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

2.4 Except where a contrary intention appears, a reference to a clause, Contract or annex is a reference to a clause of, or Contract or annex to, this Agreement.

2.5 Clause and Contract headings do not affect the interpretation of this Agreement.

2.6 A variation of the Agreement shall be in writing and signed by or on behalf of all parties.

2.7 Writing or written includes faxes and e-mail, except where expressly provided to the contrary.

2.8 The Contract associated with this Agreement, together with any documents referred to in them, form an integral part of this Agreement and any reference to "this Agreement" means this Agreement together with the Contract, and such amendments in writing as may subsequently be agreed between the parties.

2.9 In the event of any conflict or inconsistency between the different Parts of the Agreement and any conditions detailed in any Contract, the following order of precedence shall apply:

2.9.1 The conditions detailed in any Contract;

2.9.2 The remainder of the provisions in this Agreement

3. Provision of Service

3.1 Supplier will from the Effective Date provide the Service to the Customer on a non-exclusive and non transferable basis for the duration of the Term of this Agreement and in accordance with the terms and conditions of this Agreement. Customer shall have the right to authorise its Authorised Users to use the Service solely for the Customer's internal business operations. The usage parameters agreed are set out in the Contract.

3.2 The Supplier shall follow its best practice archiving procedures for Customer data. In the event of any loss or damage to Customer data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable 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.

3.3 Unless otherwise set out in the Contract, the Supplier shall provide the Service for the Minimum Term of one year (subject to earlier termination in accordance with this Agreement), and on expiration of the Minimum Term will continue to provide the Service for successive periods of twelve (12) consecutive months (each a "Renewal Term") each unless terminated in accordance with this clause 13.

3.4 If Customer enters into a Pay As You Go contract, Supplier will provide the Service to the Customer in return for Pay As You Go credits purchased by Customer. Each credit may be used within one (1) year of date of purchase and the Term of this Agreement for Pay As You Go customers shall expire at the sooner of (i) all credits having been used or (ii) one (1) year after the last purchase date of any credits unless terminated in accordance with clause 13.

3.5 In the event that the you white label the Service in accordance with the Contract, Supplier shall not provide any support in respect of customisation (css) and/or creation of images by or on behalf of Customer.

3.6 The provision of the Service is subject to any usage parameters or other license metrics as specified in the Contract. If Customer exceeds the limitation on any usage parameters Customer may, at Supplier's discretion, either (a) increase the agreed usage parameters at Supplier's standard rates from time to time, where possible or (b) purge unwanted data from the system with Supplier's guidance, for which the Supplier shall be entitled to charge in accordance with Supplier's standard daily rates for those services from time to time. Repeated or material breaches of this clause 3.4 may result in termination of this Agreement by Supplier under clause 13.2.1.

3.7 Notwithstanding the provisions of clause 6, in the event that the Serviceis provided free of charge Supplier may elect to include advertising and promotional material in the Service. Customer shall consent and use its reasonable endeavours to ensure the consent of third parties accessing the Service, in accordance with the Contract, to the inclusion of such material.

4. Connectivity

4.1 The Supplier shall use reasonable endeavours to maintain twenty four (24) hour online presence for the Service but cannot guarantee continuous, uninterrupted use. There may be times when the Supplier is required to interrupt the provision of the Service in order to carry out routine maintenance, repairs, reconfigurations or upgrades or in circumstances beyond the Supplier's control. The Supplier shall notify the Customer in advance of any planned interruptions.

4.2 The Supplier may suspend the Service without notice and without any liability to the Customer if:

4.2.1 the Service is being used in breach of this Agreement (including without limitation failure to pay any Charges);

4.2.2 there is a breach of security in respect of which the Supplier reasonably believes that the suspension of the Service is necessary to protect the Customer's or the Supplier's network or a third party network; or

4.2.3 if required by law or regulation or as compelled by a law enforcement or government agency or other relevant regulatory agency.

4.3 In the event the Service is suspended due to an act or omission of the Customer the Supplier reserves the right to charge the Customer a reconnection fee prior to resuming provision of the Service. The Customer's failure to provide and maintain the Customer Equipment shall not relieve the Customer of its obligation to pay Charges hereunder.

5. Customer Obligations

5.1 The Customer shall at all times:

5.1.1 comply with its obligations under this Agreement and all applicable laws and regulations in relation to its activities under this Agreement;

5.1.2 ensure that the Authorised Users use the Service in accordance with the terms and conditions of this Agreement and shall accept full responsibility for the acts or omissions of any Authorised User as if they were acts or omissions of the Customer;

5.1.3 provide the Supplier with all necessary co-operation and access to information as may be required by the Supplier in order to perform its obligations under this Agreement;

5.1.4 ensure that the Customer Equipment is correctly installed and functioning and does not contain any trojan horse, worm, logic bomb, time bomb, back door, trap door or other viruses;

5.1.5 not store, distribute or transmit any viruses, or any material through the Service that are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities;

5.1.6 ensure that it does not supply the Supplier with any information or data that (a) is or may be inaccurate or out-of-date; (b) is or may be in breach of any third party right (including any Intellectual Property Right) under any law or under a contractual or fiduciary relationship; or (c) is or may be in violation of any applicable national or international law, and any regulations having the force of law.

5.2 The Customer accepts that the Supplier is not responsible for the acts or omissions of any third party suppliers, including but not limited to telecommunications and internet service providers and/or the Customer's own third party suppliers.

5.3 The Customer shall, for the purposes of this Agreement, afford to the Supplier's authorised personnel during normal working hours full and safe remote access to the Customer Equipment and such other facilities as may be necessary for the Supplier to proceed uninterruptedly with the performance of this Agreement.

5.4 The Customer declares that it is entering into this Agreement for the purpose of business and not as a consumer and Supplier is entitled to rely on this declaration.

5.5 The Customer shall indemnify the Supplier from and against any and all loss, damage, claim or expense arising out of or in connection with a breach by the Customer of the provisions of this clause 5.

6. Charges

6.1 The Supplier shall be entitled to invoice the Customer for the Charges annually in advance or in accordance with the Contract.

6.2 In the event that the Customer elects the Pay As You Go option made available by the Supplier for this Service, all credits will be paid for in advance at the rates advertised at the time of purchase. All credits are non-refundable, non-transferable and will expire if not used within twelve months of purchase date.

6.3 In the event that the Customer does not pay Charges in accordance with the terms of this clause and the Contract the Supplier shall be entitled (without prejudice to its remedies elsewhere in this Agreement) to immediately suspend provision of the Service until payment is made.

6.4 If any of the matters set out in the Contract affecting the provision of the Service changes, the Supplier shall be entitled to revise the Charges to take account of such change.

6.5 The Supplier shall be entitled to increase the Charges by giving the Customer thirty (30) days prior written notice of such increase.

6.6 Any sums payable by the Customer to the Supplier under this Agreement are exclusive of value added tax or any similar taxes, levies or duties, which shall be added to such sums and be payable by the Customer at the appropriate rate.

6.7 All the Supplier's invoices which are undisputed shall be due and paid in full without deduction or set-off within thirty (30) days of the date of the invoice. If any sum payable to the Supplier under this Agreement is in arrears for more than thirty (30) days after the due date, other than where the invoice is the subject of a bona fide dispute between the parties and has been referred to dispute resolution, the Supplier reserves the right without prejudice to any other right or remedy it has under this Agreement or in law to:

6.7.1 charge interest on such overdue sum on a day to day basis from the original due date until paid in full whether before or after any judgement at a rate of 3% above Lloyds TSB Bank base lending rate in force from time to time; and/or

6.7.2 suspend the provision of the Service provided under this Agreement on seven (7) days prior written notice.

6.8 The Customer will notify the Supplier in writing within fourteen (14) days of receipt of an invoice if the Customer considers an invoice incorrect or invalid for any reason failing which the Customer will raise no objection to any such invoice and shall make full payment in accordance with it. Where only part of an invoice is disputed, the undisputed amount shall be paid on the due date as set out in clause 6.7.

6.9 In respect of disputed invoices notified in accordance with clause 6.8, the parties shall negotiate in good faith to attempt to resolve the dispute promptly. Each party shall provide all such evidence as may be reasonably necessary to verify the disputed invoice and shall, where any invoice is agreed by both parties to be incorrect, raise a corrected invoice which shall be due and paid in full without set-off by the Customer within fourteen (14) days of the date of the corrected invoice.

6.10 If the parties have not resolved the dispute within fourteen (14) days of the Customer giving notice to the Supplier pursuant to this clause 6, the dispute shall be resolved in accordance with clause 15.

7. Warranty

7.1 The Supplier warrants that (subject to the other provisions of this Agreement) it will provide the Service with reasonable skill and care.

7.2 The Supplier shall not be liable for a breach of the warranty in clause 7.1:

7.2.1 unless the Customer notifies the Supplier in writing of such breach within thirty (30) days of the date when the Customer discovers the breach of warranty; or

7.2.2 if the error in provision of the Service has been caused by incorrect use or abuse or corruption of the Service by the Customer.

7.3 If the Customer makes a valid claim against the Supplier based on the failure by the Supplier to comply with the warranty in clause 7.1, the Customer's sole remedy for breach of the warranty shall be an undertaking by the Supplier to use all reasonable commercial endeavours to remedy promtly free of charge any fault within a reasonable time from notification by the Customer of the fault that constitutes the breach.

7.4 The Supplier does not warrant that the Customer's use of the Service shall be uninterrupted or error-free; nor that the Service will meet the Customer's requirements.

7.5 The Customer acknowledges that the Supplier is not responsible for the performance of the Customer Equipment or the acts or omissions of third party services providers, including without limitation internet service providers and that Supplier is not responsible for any delays, delivery failures or other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Service may be subject to limitations, delays and other problems inherent in the use of communications facilities.

8. Confidential Information

8.1 Each party (unless contrary to law):

8.1.1 shall keep confidential all information obtained from the other under or in connection with this Agreement;

8.1.2 shall not disclose any of that information to any third party without the prior written consent of the other party except to such persons and to such extent as may be strictly necessary for the performance of this Agreement; and

8.1.3 shall not use any of that information otherwise than for the purposes of this Agreement.

8.2 Each party shall take all necessary precautions to ensure that all information obtained from the other party under or in connection with this Agreement is given to each member of staff only to the extent necessary for that member of staff's activities in connection with this Agreement; and is treated as confidential and not disclosed (without prior approval) or used by any staff otherwise than for the purposes of this Agreement.

8.3 The provisions of clauses 8.1 and 8.2 shall not apply to any information:

8.3.1 which is or becomes public knowledge (otherwise than by breach of this condition); or

8.3.2 which was in the possession of the party concerned without restriction as to its disclosure before receiving it from the disclosing party; or

8.3.3 which is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
and nothing in this clause 8 shall prevent either party from disclosing any information for a proper purpose to a public authority or any regulatory body, or to a court of law in the United Kingdom or elsewhere in legal proceedings, or to its senior management, its auditors, bankers, lawyers or other professional advisers.

8.4 Nothing in this clause 8 shall prevent either party from using any techniques, ideas or know how gained during the performance of this Agreement in the course of its normal business to the extent that this does not result in a disclosure of confidential information.

9. Intellectual Property

9.1 The Customer acknowledges and agrees that it shall not own or acquire ownership of any of Supplier's or any third party's Intellectual Property Rights other than the right to use the Service expressly granted by this Agreement.

9.2 The Customer shall not re-sell or permit the resale directly or indirectly (whether or not for profit) of the Service (or any part) to any third party, or allow any third party to receive or make use of the Service directly or indirectly (whether or not for profit) and shall indemnify the Supplier for any costs or claims incurred in respect of breach of this clause.

10. Data Protection

10.1 Each party shall comply with the Data Protection Act 1998 and any other applicable data protection or privacy legislation or regulations which may subsequently be introduced in the United Kingdom and any other similar legislation or regulations in any other jurisdiction now or in the future ("Data Protection Laws"). (Defined terms used in this section shall unless expressly indicated otherwise have the same meaning as used in the Data Protection Act 1998 as amended from time to time).

10.2 Neither party shall by any act or omission, put the other party in breach of any Data Protection Laws and each party shall do and execute, or arrange to be done and executed each act, document and thing necessary or desirable to ensure that it does not put the other party in breach of any such Data Protection Laws.

10.3 The Customer shall own all rights, title and interest in and to all of the data created by the Customer ("Customer Data") and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

10.4 If the Supplier processes any personal data on the Customer's behalf when performing its obligations under this Agreement, 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:

10.4.1 the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully process the personal data in accordance with this Agreement on the Customer's behalf;

10.4.2 the Supplier shall process the personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by the Customer from time to time; and

10.4.3 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.

10.5 The Customer agrees that the Supplier may use cookies to operate the Service and to monitor the Customer's use of the Service to maintain and improve the functioning of the Service and may use personal information provided by the Customer to contact the Customer about relevant goods and services. The Customer has the right to opt out of the use of data for marketing purposes by writing to the Supplier.

10.6 The Customer agrees that the Supplier may transfer the data outside the EEA for operational reasons.

11. Liability

11.1 THE PROVISIONS OF THIS CLAUSE 11 SET OUT THE ENTIRE LIABILITY OF THE SUPPLIER (INCLUDING ANY LIABILITY FOR THE ACTS OR OMISSIONS OF ITS CONSULTANTS, EMPLOYEES, AGENTS AND AUTHORISED REPRESENTATIVES) TO THE CUSTOMER IN RESPECT OF:

11.1.2 ANY BREACH OF THIS AGREEMENT; AND

11.1.3 ANY REPRESENTATION, STATEMENT OR TORTIOUS ACT OR OMISSION INCLUDING NEGLIGENCE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

11.2 THE EXPRESS TERMS AND CONDITIONS OF THIS AGREEMENT SHALL APPLY IN PLACE OF ALL WARRANTIES, CONDITIONS, TERMS, REPRESENTATIONS, STATEMENTS, UNDERTAKINGS AND OBLIGATIONS WHETHER EXPRESSED OR IMPLIED BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE, ALL OF WHICH ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

11.3 NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS THE LIABILITY OF EACH PARTY FOR DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF SUCH PARTY OR FOR FRAUDULENT MISREPRESENTATION OR FOR ANY OTHER LIABILITY THAT CANNOT BE RESTRICTED BY LAW.
THE CUSTOMER'S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CLAUSE 11.4

11.4 WITHOUT PREJUDICE TO CLAUSES 11.2 AND 11.3:

11.4.1 THE TOTAL LIABILITY OF THE SUPPLIER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION OR OTHERWISE, ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THIS AGREEMENT ONLY SHALL BE LIMITED TO THE AMOUNT OF THE SUMS PAID BY THE CUSTOMER TO THE SUPPLIER PURSUANT TO THIS AGREEMENT (EXCLUDING VAT) IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; AND

11.4.2 NEITHER PARTY SHALL BE LIABLE TO THE OTHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION OR OTHERWISE, FOR ANY; (A) INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE, COSTS, EXPENSES OR OTHER CLAIMS FOR CONSEQUENTIAL COMPENSATION WHATSOEVER, NOR FOR ANY (B) LOSS OF USE OR LOSS OR CORRUPTION OF DATA, (C) LOSS OF PROFIT, (D) LOSS OF BUSINESS, (E) LOSS OF ANTICIPATED SAVINGS, (F) DEPLETION OF GOODWILL OR OTHERWISE WHICH ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THE CUSTOMER ACKNOWLEDGES THAT NOTHING IN THIS CLAUSE 11.4 SHALL APPLY TO ITS OBLIGATIONS TO PAY CHARGES UNDER THIS AGREEMENT.

12. Force Majeure

12.1 Neither party shall be under any liability whatsoever for non-performance of its obligations (other than payment or indemnity obligations) caused by or resulting from industrial disputes or any other circumstances beyond its reasonable control (including telecommunications failures) and if any such circumstances shall prevent due performance of that party's obligations then performance of such obligations shall be suspended for the duration of such circumstances.

12.2 If by reason of any of the circumstances referred to in clause 12.1 it shall become impossible within a reasonable time for the party claiming relief under this clause wholly or substantially to perform its obligations to the other under this Agreement then this Agreement may be terminated by the other party on giving notice to the party claiming relief under this clause. Neither party shall be liable to the other by reason of such termination but the Customer shall pay any invoices of the Supplier which are outstanding under this Agreement.

13. Termination

13.1 The Supplier may terminate this Agreement immediately if the Customer fails to pay any sum due to the Supplier and such sum remains unpaid for seven (7) days after the Supplier has given notice to the Customer that such sum has not been paid.

13.2 Either party shall be entitled to terminate this Agreement if the other party:

13.2.1 is in material breach of this Agreement and shall have failed (where the breach is capable of remedy) to remedy the breach within thirty (30) days of the receipt of a request in writing from the other party to remedy the breach, such request setting out the breach and indicating that failure to remedy the breach may result in termination of this Agreement; or

13.2.2 becomes the subject of a voluntary arrangement under section 1 of the Insolvency Act 1986; or

13.2.3 is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or

13.2.4 has a receiver, manager, administrator or administrative receiver appointed over all or any parts of its undertaking, assets or income, has passed a resolution for its winding-up, or has a petition presented to any court for its winding-up or for an administration order; or

13.2.5 has ceased or threatened to cease to trade.

13.3 If the Customer is a partnership the Supplier shall be entitled to terminate this Agreement if any of the partners are declared bankrupt or enter into a compromise or arrangement with its creditors, the Customer is wound up or dissolved, the Customer enters into a compromise or arrangement with its creditors or a partnership administration order is made in respect of the partnership.

13.4 Either party may terminate this Agreement by gving not less than ninety (90) days prior written notice to take effect at the end of the then current Term.

14. Consequences of Termination

14.1 Termination of this Agreement howsoever arising shall be without prejudice to the rights and duties of either party accrued prior to termination.

14.2 The clauses of this Agreement which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.

14.3 Upon termination of this Agreement, howsoever arising:

14.3.1 the Supplier will cease provision of the Service;

14.3.2 each party will return to the other all Confidential Information belonging to the other and all other equipment or software which is the property of the other or, if requested, shall destroy all or any part of the above and certify to the other that they have been destroyed;

14.3.3 the Customer will pay all outstanding invoices and other amounts owing to the Supplier.

14.4 If the Customer is affected by any of the events described in clause 13.2 or 13.3 above and the Supplier terminates this Agreement, the Customer will pay to the Supplier a sum equivalent to the balance of Charges which would be payable were this Agreement to continue until the end of the Minimum Term.

15. Severability

The illegality, invalidity or unenforceability of any provision of this Agreement will not affect the legality, validity or enforceability of the remainder. If any such provision is found by any court or competent authority to be illegal, invalid or unenforceable, the parties agree that they will substitute provisions in a form as similar to the offending provisions as is possible without thereby rendering them illegal, invalid or unenforceable.

16. Waiver

16.1 The failure or delay by either party in exercising any right, power or remedy of that party under this Agreement shall not in any circumstances impair such right, power or remedy nor operate as a waiver of it. The single or partial exercise by either party of any right, power or remedy under this Agreement shall not in any circumstances preclude any other or further exercise of it or the exercise of any other right, power or remedy.

16.2 Any waiver by either party of a breach of or default under any of the terms of this Agreement by the other party shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of this Agreement.

16.3 No waiver in connection with this Agreement shall, in any event, be effective unless it is in writing, refers expressly to this clause, is duly signed by or on behalf of the party granting it and is communicated to the other party in accordance with clause 20 (Notices).

17. Assignment and Subcontracting

17.1 This Agreement is personal to the parties. Neither party shall assign, novate, or otherwise dispose of this Agreement, except as permitted by clauses 17.3.1 and 17.3.2 below, without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

17.2 The Customer hereby consents to the Supplier sub-contracting to its subcontractors provided that the Supplier shall be liable for the obligations under this Agreement that are subcontracted to any sub-contractor as if the Supplier had performed such obligations itself. This clause 18 shall not give any third party rights to any such sub-contractor.

17.3 The Customer and the Supplier (each an "Assignor") shall be entitled to assign, novate, sub-contract or otherwise dispose of its rights and obligations under this Agreement without the consent of the other party:

17.3.1 to any of that Assignor's Group Companies provided that the Assignor can provide sufficient evidence to reasonably establish on the balance of probabilities that such Group Company is of sufficient financial standing so as to be able to honour its payment and other financial obligations under this Agreement; or

17.3.2 to any legal entity purchasing substantially the whole of the business to which the Service relates provided that it agrees to provide guarantees sufficient to safeguard the payment and other financial obligations under this Agreement.

18. Amendments

No variation or amendment to this Agreement shall be effective unless agreed in writing and signed by both parties.

19. Notices

Any notice to be given or made by either party under or in connection with this Agreement shall be in writing and shall be given or made to other at its address stated in this Agreement (or to such other address as either party to this Agreement may from time to time notify to the other in writing in accordance with this clause). Every notice, if so addressed, shall be deemed to have been duly given or made, if delivered by hand, upon delivery at the address of the relevant party, if sent by prepaid first class post, two (2) Business Days after the date of posting and if transmitted by facsimile or email, at the time of transmission provided that, where, in accordance with the above provisions, any notice would otherwise be deemed to be given or made on a day which is not a Business Day or after 4.00 p.m. on a Business Day, such notice shall be deemed to be given or made at 9.00 a.m. on the next Business Day.

20. Entire Agreement

20.1 This Agreement constitutes the entire agreement and understanding between the parties and supersedes all proposals or prior agreements, arrangements and undertakings between the parties relating to the subject matter of this Agreement.

20.2 The Customer undertakes that it has not entered into this Agreement in reliance on any representation, promise or statement which is not expressly set out in this Agreement. Except as expressly provided in this Agreement all conditions, warranties, stipulations and other statements whatsoever that would otherwise be implied or imposed by statute, at common law, or otherwise howsoever are excluded to the fullest extent permitted by law.

21. Third Party Rights

Unless this Agreement expressly states otherwise a person who is not a party to this Agreement has no right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

22. Counterparts

This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts, each of which, when executed and delivered, shall be an original and all the counterparts together shall constitute one and the same instrument which shall only be deemed executed when counterparts executed by both parties are delivered.

23. Applicable Law and Jurisdiction

The construction, performance and validity of this Agreement shall be governed by English law. The English courts shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement.

 

CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ THE TERMS OF THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS.