Sharwell Limited.

shareOptic.com

Terms of Service

This agreement is dated 29 April 2016

 

PARTIES TO THIS AGREEMENT

(1) Sharewell Limited incorporated and registered in England and Wales with company number 08999727 whose registered office is at 454/458 Chiswick High Road London W4 5TT (the Provider).

(2) ‘You’ – The individual and/or the registered company (the Customer).

 

DEFINITIONS IN THIS AGREEMENT

The definitions in this clause, set out in bold below, apply in this Agreement, except to the extent expressly provided for otherwise.

Account: means an administrator and/or user account enabling a person to access and use the Hosted Services.

Agreement: means this Agreement as amended from time to time.

Affiliate: means any entity controlled by, or under common control by a party to this Agreement during the period such control exists, where “control” means the power to direct the operation, policies and management of an entity through the ownership of more than 50% of the voting stock of such entity.

Business Day: means any weekday in England which is not a bank of public holiday.

Business Hours: means the hours between 9am – 5pm (GMT/BST) on a Business Day.

Charges: means such amounts as may be agreed in writing by the parties from time to time.

Customer Confidential Information: means any information (Customer Data Source) disclosed by or on behalf of the Customer to the Provider, at any time before the termination of this Agreement, whether disclosed in writing, orally or otherwise that at the time of disclosure:
was marked as “confidential”; or
which the Provider should have reasonably understood as being confidential.

Customer Data Source: means all data, works and materials, uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer, supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Service by the Customer.

Other Third Party Data Sources: means any data source other than Customer Data Sources, including but not limited to DMOZ (dmoz.org), Amazon’s Alexa (alexa.com) etc.

Documentation: means the documentation for the Hosted Service produced by the Provider and provided and/or made available to the Customer electronically via the Services or otherwise in writing. It includes the Provider’s Use Policy, user guidelines and other use documentation related to the use or operation of the Services, each as made available.

Effective Date: means the date this Agreement is executed.

Force Majeure Event: means an event or a series of related events, that is outside the reasonable control of the party affected, such events to include internet or other public or private telecommunication network failures, power failures, denial of service or hacker attacks, virus or other malicious software attacks or infections, industrial disputes affecting any third party, changes to the law, disasters, explosions, and fires.

Hosted Services: means the hosted service “shareOptic”, which will be made available by the Provider to the Customer, as a service via the Internet in accordance with this Agreement.

Hosted Services Defect: means a defect, error or bug in the Hosted Services having a material adverse effect on the appearance, operation, functionality or performance of the Hosted Services , but excluding any defect, error or bug caused by or arising as a result of:

any act or omission of the Customer or any person authorised by the Customer to use the Platform or Hosted Services;
any use of the Platform or Hosted Services contrary to the Documentation, whether by the Customer or any person authorised by the Customer;
a failure by the Customer to perform or observe any of its obligations in this Agreement and/or
an incompatibility between the Platform or Hosted Services and the Documentation.

The Customer agrees that the folllowing defects will not amount to material defects:

loss of connectivity to Third Party Services including but not limited to Google, Microsoft, OAuth, Dmoz, Alexa etc.;
loss of access to Third Party Services including but not limited to Google, Microsoft, OAuth, Dmoz, Alexa etc.;
The Customer agrees that whilst the Provider endeavours to ensure its Third Party Data Sources are available so that it Hosted Services can be provided without interruption, the Customer recognises and acknowledges that the Provider is reliant on those Third Party Data Sources being available without disruption in order for it to do so.

The Customer recognises that the accuracy of the Provider’s Sector Blocking Service is dependent upon the information it receives from its Third Party Data Sources. Given this and the fluid nature of website sector definitions the Customer acknowledges that it is utilising the Hosted Services with the knowledge that the Hosted Services does not provide a 100% matching capability for every domain in every sector.

The Provider’s Sector Blocking Service will not apply to:

any web domain which does not have a website;
any web domain which is utilised by its owners or users for any purpose outside of its primary sector definition.

Hosted Services Specification: means the specification for the Platform and Hosted Services set out in the Documentation.

Intellectual Property Rights: means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” including copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi conductor topography rights and rights in designs).

Maintenance Services: means the general maintenance of the Platform and Hosted Services, and the application of Updates and Upgrades.

Permitted Purposes: means the purpose or purposes in respect of which the confidential information may be used.

Personal Data: means personal data as defined in the Data Protection Act 1998.

Platform: means the platform managed by the Provider and used by the Provider to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed.

Provider’s Privacy Policy: means the Provider’s Privacy Policy

Provider’s Use Policy: means the Provider’s Use Policy providing for the acceptable use of the Hosted Services.

Schedule: means any schedule attached to this Agreement;

Sector Blocking Service: means Open Director Project (ODP) provided a third party data set and which is covered by a Creative Commons Attribution 3.0 Unported Licence.

Services: means any services that the Provider provides or has an obligation to provide to the Customer, under this Agreement (including any updates provided by the Provider at its sole discretion) any software and/or systems owned by or controlled by the Provider used to provide the Services; and the Documentation; and expressly excludes any third party service provider services or Customer provided software or data.

Supported Services: means support in relation to the use of and the identification and resolution of errors in, the Hosted Services, but does not include the provision of training services.

Supported Web Browser: means the current release from time to time of Microsft Internet Explorer, Apple Safari or Google Chrome.

Term: means the term of this Agreement, commencing as set out it Clause 3.1 and ending in accordance with Clause 3.2

Update: means a hotfix, patch or minor version update to any Platform software.

Upgrade: means a major version upgrade of any Platform software.

 

CREDIT

The document was created using a template from SEQ Legal. (http://www.seqlegal.com).

 

TERM

This Agreement shall come into force on the Effective Date.

This agreement shall continue in force indifinitely subject to termination in accordance with clause 17.

 

HOSTED SERVICES

4.1 The Provider shall create an Account for the Customer linked to their OAuth Service of choice and the Provider shall provide to the Customer details for that account via email to the email provided by the Customer for that purpose on or promptly following the Effective Date.
4.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services by means of a Supported Web Browser for the internal business purposes of the Customer in accordance with the Documentation during the Term.
4.3 The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:
(a) the Hosted Services must not be used at any point in time by more than the number of concurrent users agreed.
4.4 Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 4.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not permit any unauthorised person to access or use the Hosted Services;
(c) the Customer must not use the Hosted Services to provide services to third parties;
(d) the Customer must not republish or redistribute any content or material from the Hosted Services; and
(e) the Customer must not make any alteration to the Platform, except as permitted by the Documentation.
4.5 The Customer shall use reasonable endeavours, including reasonable security measures relating to administrator Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an administrator Account.
4.6 The Provider shall use reasonable endeavours to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Service, but does not guarantee 100% availability.
4.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer’s computer systems or networks;
(d) any breach by the Customer of this Agreement; or
(e) scheduled maintenance carried out in accordance with this Agreement.
4.8 The Customer must comply with Provider’s Acceptable Use Policy, and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an administrator Account comply with the Acceptable Use Policy.
4.9 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
4.10 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
4.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
4.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days’ written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.

 

MAINTAINED SERVICES

5.1 The Provider shall provide the Maintenance Services to the Customer during the Term.
5.2 The Provider shall where practicable give to the Customer at least 10 Business Days’ prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Hosted Services or are likely to have a material negative impact upon the Hosted Services, without prejudice to the Provider’s other notice obligations under this main body of this Agreement.
5.3 The Provider shall give to the Customer at least 10 Business Days’ prior written notice of the application of an Upgrade to the Platform.
5.4 The Provider shall give to the Customer written notice of the application of any security Update to the Platform and at least 10 Business Days’ prior written notice of the application of any non-security Update to the Platform.
5.5 The Provider shall provide the Maintenance Services with reasonable skill and care.
5.6 The Provider may suspend the provision of the Maintenance Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days’ written notice, following the amount becoming overdue, of its intention to suspend the Maintenance Services on this basis.

 

SUPPORT SERVICES

6.1 The Provider shall provide the Support Services to the Customer during the Term. These Support Services will be provided over the Internet during the Providers’ business hours.
6.2 The Provider shall provide the Support Services with reasonable skill and care.
6.3 The Provider shall respond promptly to all requests for Support Services made by the Customer through the web portal.
6.4 The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days] written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

 

CUSTOMER DATA

7.1 The Customer hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under this Agreement, together with the right to sub-license these rights to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under this Agreement.
7.2 The Customer warrants to the Provider that the Customer Data and/or the use of the Customer Data by the Provider in accordance with this Agreement will not:
(a) breach the provisions of any law, statute or regulation;
(b) infringe the Intellectual Property Rights or other legal rights of any person; or
(c) give rise to any cause of action against the Provider,
in each case in any jurisdiction and under any applicable law.
7.3 The Customer agress that 30 days after the Customer has terminated the contract the Provider will destroy any data it holds belonging to the Customer.

 

NO ASSISGNEMENT OF INTELLECTUAL PROPERTY RIGHTS

8.1 Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.

 

CHARGES

9.1 The Customer shall pay the Charges to the Provider in accordance with this Agreement. Additonal functionality will come at a cost to agreed between the Provider and the Customer.
9.2 If the Charges are based in whole or part upon the time spent by the Provider performing the Services, the Provider must obtain the Customer’s written consent before performing Services that result in any estimate of time-based Charges given to the Customer being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless the Customer agrees otherwise in writing, the Customer shall not be liable to pay to the Provider any Charges in respect of Services performed in breach of this Clause 9.2.
9.3 All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Provider.
9.4 The Provider may elect to vary any element of the Charges by giving to the Customer not less than 30 days’ written notice of the variation, providing that no such variation shall result in an aggregate percentage increase in the relevant element of the Charges during the Term that exceeds 2% over the percentage increase, during the same period, in the Retail Prices Index (all items) published by the UK Office for National Statistics.

 

PAYMENT

10.1 The Provider shall issue invoices for the Charges to the Customer from time to time during the Term.
10.2 The Customer must pay the Charges to the Provider within the period of 30 days following [the issue of an invoice in accordance with this Clause 10.
10.3 The Customer must pay the Charges using such payment details as are notified by the Provider to the Customer from time to time.
10.4 If the Customer does not pay any amount properly due to the Provider under this Agreement, the Provider may:
(a) charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month).

 

PROVIDER’S CONFIDENTIALITY OBLIGATIONS

11.1 The Provider must:
(a) keep the Customer Confidential Information strictly confidential;
(b) not disclose the Customer Confidential Information to any person without the Customer’s prior written consent, and then only under conditions of confidentiality approved in writing by the Customer;
(c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider’s own confidential information of a similar nature, being at least a reasonable degree of care;
(d) act in good faith at all times in relation to the Customer Confidential Information.
11.2 Notwithstanding Clause 11.1, the Provider may disclose the Customer Confidential Information to the Provider’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information for the performance of their work with respect to the Permitted Purpose and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.
11.3 This Clause 11 imposes no obligations upon the Provider with respect to Customer Confidential Information that:
(a) is known to the Provider before disclosure under this Agreement and is not subject to any other obligation of confidentiality;
(b) is or becomes publicly known through no act or default of the Provider; or
(c) is obtained by the Provider from a third party in circumstances where the Provider has no reason to believe that there has been a breach of an obligation of confidentiality.
11.4 The restrictions in this Clause 11 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Provider on any recognised stock exchange.
11.5 The provisions of this Clause 11 shall continue in force for a period of 30 days following the termination of this Agreement, at the end of which period they will cease to have effect as the Customer’s data will be destroyed.

 

DATA PROTECTION

12.1 The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with this Agreement, and that the processing of that Personal Data by the Provider for the Permitted Purpose in accordance with this Agreement will not breach any applicable data protection or data privacy laws (including the Data Protection Act 1998).
12.2 To the extent that the Provider processes Personal Data disclosed by the Customer, the Provider warrants that:
(a) it will act only on instructions from the Customer in relation to the processing of that Personal Data;
(b) it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of that Personal Data and against loss or corruption of that Personal Data; and
(c) it will not transfer or permit the transfer of that Personal Data outside the EEA without the prior written consent of the Customer.

 

WARRENTIES

13.1 The Provider warrants to the Customer that:
(a) the Provider has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;
(b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider’s rights and the fulfilment of the Provider’s obligations under this Agreement; and
(c) the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.
13.2 The Provider warrants to the Customer that:
(a) the Platform and Hosted Services will conform in all material respects with this Agreement;
(b) the application of Updates and Upgrades to the Platform by the Provider will not introduce any Hosted Services Defects into the Hosted Services;
(d) the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs;
(e) the Platform will incorporate security features reflecting the requirements of good industry practice.
13.3 The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not breach any laws, statutes or regulations applicable under English law.
13.4 If the Provider reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with this Agreement infringes any person’s Intellectual Property Rights, the Provider may at its own cost and expense:
(a) modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or
(b) procure for the Customer the right to use the Hosted Services in accordance with this Agreement.
13.6 The Customer warrants to the Provider that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
13.7 All of the parties’ warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

 

ACKNOWLEDGEEMT AND WARRANTY LIMITATIONS

14.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.
14.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.
14.3 The Customer acknowledges that the Hosted Services are designed to be compatible only with its software and systems; and the Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems.
14.4 The Customer acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in this Agreement, the Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.

 

LIMITATIONS AND EXCLSUIONS OF LIABILITY

15.1 Nothing in this Agreement will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
15.2 The limitations and exclusions of liability set out in this Clause 15 and elsewhere in this Agreement:
(a) are subject to Clause 15.1; and
(b) govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.
15.3 The Provider shall not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.
15.4 The accuracy of the Provider’s sector blocking service is dependent upon the information the Provider receives from its data sources, which cources include DMOZ (dmoz.org), and Amazon’s Alexa (alexa.com)
15.5 Whilst the Provider endeavours to ensure its data sources are available to the Hosted Services, the Provider is dependent on the above data providers for the accuracy of their data. Based on this, and the fluid nature of website sector definition, the Hosted Service should be utilised with the knowledge it does not provide a 100% matching capability of domain to sector. In addition, the following exceptions apply to any sector blocking service, those being:
any web domain which does not have a website; and
any web domain which is utilised by its owners or users for any purpose outside of its primary sector definition, as defined within the aforementioned data sources.

15.4 The Provider shall not be liable to the Customer in respect of any loss of profits or anticipated savings.
15.5 The Provider shall not be liable to the Customer in respect of any loss of revenue or income.
15.6 The Provider shall not be liable to the Customer in respect of any loss of use or production.
15.7 The Provider shall not be liable to the Customer in respect of any loss of business, contracts or opportunities.
15.8 The Provider shall not be liable to the Customer in respect of any loss or corruption of any data, database or software; providing that this Clause 15.8 shall not protect the Provider unless the Provider has fully complied with its obligations as set out above.
15.9 The Provider shall not be liable to the Customer in respect of any special, indirect or consequential loss or damage.
15.10 The Providwe will not be liable to the Customer for any defect which is defined under Clause 1 above as being a non material defect.
15.11 The liability of the Provider to the Customer under this Agreement in respect of any event or series of related events shall not exceed the total amount paid and payable by the Customer to the Provider under this Agreement in the 12 month period preceding the commencement of the event or events.
15.12 The aggregate liability of the Provider to the Customer under this Agreement shall not exceed the total amount paid and payable by the Customer to the Provider under this Agreement.

 

FORCE MAJEURE EVENT

16.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

 

TERMNIATION

17.1 Either party may terminate this Agreement by giving to the other party at least 30 days’ written notice of termination.
17.2 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of this Agreement.
17.3 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this Agreement); or
(d) if that other party is an individual:
(i) that other party dies;
(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
(iii) that other party is the subject of a bankruptcy petition or order..

 

EFFECT OF TERMINATION

18.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save as otherwise specified in a particular provision.
18.2 The termination of this Agreement shall not affect the accrued rights of either party.
18.3 Within 30 days following the termination of this Agreement for any reason:
(a) the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the termination of this Agreement; and
(b) the Provider must refund to the Customer any Charges paid by the Customer to the Provider in respect of Services that were to be provided to the Customer after the termination of this Agreement,
without prejudice to the parties’ other legal rights.

 

NOTICES

19.1 Any notice from one party to the other party under this Agreement must be given by one of the following methods using the relevant contact details of each party:
(a) delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery ; or
(b) sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting,
providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.
19.2 The Provider’s contact details for notices under this Clause 19 are as above.

 

SUBCONTRCTING

20.1 The Provider may subcontract any of its obligations under this Agreement, providing that the Provider must give to the Customer, promptly following the appointment of a subcontractor, a written notice specifying the subcontracted obligations and identifying the subcontractor in question.
20.2 The Provider shall remain responsible to the Customer for the performance of any subcontracted obligations.
20.3 Notwithstanding any other provision of this Agreement, the Customer acknowledges and agrees that the Provider may subcontract to any reputable third party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform.

 

GENERAL

No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.

If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.

This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.

Subject to Clause 15.1, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

This Agreement shall be governed by and construed in accordance with English law.

The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

 

INTERPRETATION

In this Agreement, a reference to a statute or statutory provision includes a reference to:
that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
any subordinate legislation made under that statute or statutory provision.

Any clause headings in this Agreement do not affect its interpretation.

General words in this Agreement shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

 

EXECUTION

On the Customer commencing use of the Provider’s Hosted Services, the Customer is deemed to have agreed to these terms and conditions for the duration of the use period.