ERGOFY PLATFORM TERMS AND CONDITIONS

EFFECTIVE DATE: 4 October 2021

This Agreement is between Ergofy Limited, a company incorporated and registered in England and Wales with company number 10307064 whose registered office is at Unit 120 Vox Studios, 1-45 Durham Street, Vauxhall, London, England, SE11 5JH, (the "Supplier") and the Customer, each a "party" and together the "parties".

NATURE OF THIS AGREEMENT AND STATEMENTS
1. This Agreement sets out the terms and conditions under which the parties agree that the Supplier shall provide the Ergofy Platform to the Customer.
2. Each Order Form will constitute a separate binding contract between the parties, which incorporates (with the necessary changes) these Terms and Conditions of this Agreement.
3. To the extent that there is a conflict or inconsistency between these Terms and Conditions and any Order Form, these Terms and Conditions shall prevail over such Order Form to the extent of the conflict or inconsistency, unless and only to the extent that the relevant Terms and Conditions of this Agreement have been specifically referred to and expressly amended in section 6 of the Order Form.

INTERPRETATION

The definitions and rules of interpretation detailed in this clause apply in this Agreement.
The headings in this Agreement do not affect its interpretation. Except where the context otherwise requires, references to clauses and schedules are to clauses and schedules of this Agreement.
Unless the context otherwise requires:
1. references to the Supplier and the Customer include their permitted successors and assigns;
2. references to statutory provisions include those statutory provisions as amended or re-enacted;
3. references to "including" or "includes" shall be deemed to have the words "without limitation" inserted after them.
Words in the singular include the plural and those in the plural include the singular.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors or permitted assigns.

Terms and their definitions are given as follows:

Term	Definition
Acquiring Party	the party receiving Confidential Information concerning the Disclosing Party.
Active Authorised Users	those Authorised Users that have not been marked as archived by the Customer.
Aggregated and Derived Data	has the meaning set out in Clause 8.5
Agreement	these Terms and Conditions and the Order Form, as the same may be amended, modified or supplemented from time to time in accordance with the Terms and Conditions hereof.
Authorised Users	those employees, agents and independent contractors of the Customer or its legal subsidiaries who are authorised by the Customer to use the Ergofy Platform, the Ergofy Content and Documentation by virtue of being added to the Ergofy Platform as users.
Confidential Information	any information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party, unless such information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Agreement, or subsequently comes lawfully into the possession of such party from a third party.
Customer	the party set out as the customer on the Order Form.
Deposit	the deposit set out in the Order Form.
Disclosing Party	the party disclosing its ConfidentialInformation.
Documentation	the standard documentation which the Supplier makes available in relation to the Ergofy Platform, as updated from time to time, including but not limited to FAQs, tutorial documents and training videos.
Effective Date	means the date set out in the Order Form for the commencement of this Agreement, or if none is specified the date on which this Order Form is signed by both parties.
Ergofy Content	means (i) the information made available to Customer on the Ergofy Platform; (ii) the reports generated by the Ergofy Platform, in each case excluding Customer Data; and (iii) the Documentation and any other material provided by Supplier to Customer.
Ergofy Platform	the Ergofy online platform as further described in the Documentation, including the provision of e-Learning, online self-assessment questionnaires, reports and risk analysis and management tools that the Supplier may make available as part of the Ergofy Platform during the Term.
Fees	means the fees as set out in the Order Form
Initial Term	has the meaning set out in Clause 12.1
Intellectual Property Rights	all patents, copyrights, design rights, trade marks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world.
Order Form	the Ergofy Order Form signed by the parties that incorporates these Ergofy Terms and Conditions by reference.
Personal Data	shall have the meaning as set out in the General Data Protection Regulation.
Renewal Term	has the meaning set out in Clause 12.1
Support Services	means such reasonable support and maintenance services that the Supplier may deem necessary throughout the Term.
Supported Web Browser	the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in the Order Form shall be supported. Microsoft Internet Explorer is explicitly excluded.
Taxes	any form of taxation, levy, duty, charge, contribution or impost of whatever nature, including VAT, and by whatever authority imposed (including without limitation any fine, penalty, surcharge or interest) for which the Customer is legally liable, exclusive of any taxes based on the net income of Supplier.
Term	means the Initial Term and the Renewal Term together.
Terms and Conditions	this document of terms and conditions, together with the Order Form comprising the Agreement.

PAYMENT
1. Upon signing an Order Form, the Customer shall pay any Deposit set out on the Order Form. In consideration of the provision of the Ergofy Platform, the Customer shall also pay to the Supplier the Fees.
2. Unless otherwise set out in the Order Form:
  1. the Fees shall be charged monthly calculated on the basis of the number of Active Authorised Users for that month at the rate set out in the Order Form;
  2. the Order Form also sets out a minimum monthly Fee that will be payable where the Fee chargeable based on the number of Active Authorised Users falls below the minimum monthly Fee;
  3. any other additional Fees shall be payable as described in the Order Form; and
  4. unless otherwise stated on the Order Form, Fees shall be payable by Customer in arrears.
3. The Supplier may amend the Fees applicable to the Order Form on 30 days' written notice taking effect at the commencement of the first Renewal Term following the expiry of such notice.
4. Supplier reserves the right to charge interest in respect of late payment of any Fees due under this Agreement at the rate of 3% per annum above the base rate from time to time of Barclay's Bank Plc from the due date thereof until payment. If Fees remain unpaid after 30 days, the Supplier reserves the right to suspend provision of the Services unless and until full payment is received.
5. All Fees payable under or in connection with this Agreement are exclusive of all Taxes, which, if applicable, shall be payable by the Customer at the rate prevailing at the time.
6. The Customer shall pay any withholding tax or other similar taxes applicable to the Fees or otherwise required by law to be deducted from any payment by the Customer to Supplier pursuant to this Agreement. Should the Customer be required to pay any such withholding tax of other similar taxes, the relevant fees and charges shall be increased such that Supplier shall receive the same amount after payment of any withholding tax or other similar taxes as it would otherwise have received had no withholding tax or other similar taxes been incurred. The Customer and Supplier shall cooperate in good faith to respond to any query from the applicable tax authorities in connection with withholding tax or other similar taxes and shall each make available to the other any information or documents and all relevant approvals or authorisations which the applicable tax authorities may reasonably require.
ERGOFY PLATFORM AND USER SUBSCRIPTIONS
1. Supplier will use reasonable endeavours to:
  1. make the Ergofy Platform available to Customer and its Authorised Users during the Term; and
  2. confine downtime of the Ergofy Platform to periods outside of normal UK weekday working hours.
2. Customer acknowledges and agrees that it is responsible for:
  1. procuring all necessary equipment, software and services (including internet connectivity and equipment capable of running a Supported Web Browser) required for it and its Authorised Users to connect to and use the Ergofy Platform; and
  2. reviewing any Customer Data generated by their Authorised Users' use of the Ergofy Platform (including as part of any Ergofy Content) and determining what, if any, action to take in respect of the same.
3. Unless otherwise agreed in writing, the Customer undertakes that:
  1. The Customer may add new Authorised Users as and when necessary but it will seek the Supplier's written agreement before adding in any month more than 500 new Authorised Users or double the Active Authorised Users in effect in the previous month, whichever is the lower;
  2. It will not allow any account for one Authorised User to be used by more than one individual Authorised User;
  3. Each Authorised User with administrator rights shall keep a secure password that must be kept confidential for their use of the Ergofy Platform;
  4. Each Authorised User will not share with any other person, the unique URL provided to that Authorised User to access and use the Ergofy Platform;
  5. It shall maintain an up to date list of current Authorised Users upon which the monthly Fees shall be based;
  6. It shall archive any Authorised Users who are no longer employed by or associated with the Customer and no longer require use of the Ergofy Platform; and
  7. The Ergofy Content shall not be used for any purpose other than in connection with the Ergofy Platform.
  8. No individual under the age of 16 will be added to the Ergofy Platform as an Authorised User.
4. If the Customer experiences any issues in using the Ergofy Platform, the Supplier shall use reasonable endeavours to provide such Support Services as is reasonably necessary to resolve the problem with the Ergofy Platform.
5. The Customer shall comply with the provisions of this Agreement and shall procure that Authorised Users shall also comply with the same. All acts or omissions of Authorised Users relating to the matters described in this Agreement shall be deemed to be the Customer's own acts or omissions.
6. If the Customer wishes to change an archived Authorised User to an Active Authorised User and reinstate their access to the Ergofy Platform, the Customer shall, in relation to the period of time since the Authorised User was archived either:
  1. provide written proof that the Authorised User has not been employed in any way by the Customer during such period; or
  2. pay the Fees that would have been applicable had the Authorised User not been archived and remained as an Active Authorised User.
CONFIDENTIALITY
1. The Acquiring Party undertakes to maintain and procure the maintenance of confidentiality of the Disclosing Party's Confidential Information at all times and shall keep and procure that Confidential Information is kept secure and protected against theft, damage, loss or unauthorised access.
2. The Acquiring Party undertakes to disclose Confidential Information of the Disclosing Party only:
  1. to those of its officers, employees, agents and contractors to whom, and to the extent to which, such disclosure is necessary for the purposes of this Agreement and to procure that such officers, employees and contractors are made aware of the confidentiality obligations in this clause 5 and are made subject to confidentiality obligations at least as onerous as those contained in this Agreement;
  2. as reasonably required to be disclosed to a professional adviser provided that any such professional adviser is bound by obligations of confidentiality of at least as high a standard as those imposed on the Acquiring Party under this clause 5; and
  3. as may be required by law, regulation or order of a competent authority, provided that, as practicable, the Disclosing Party is given reasonable notice of the intended disclosure and a reasonable opportunity to challenge the same.
3. Upon the earlier of a written request from the Disclosing Party or the termination of this Agreement for any reason, each party shall return any and all Confidential Information of the Disclosing Party relating to the Agreement as the case may be then in its possession or control and will not retain any copies of the same.
4. The Acquiring Party shall immediately upon becoming aware of the same give notice to the Disclosing Party of any unauthorised disclosure, misuse, theft or other loss of Confidential Information of the Disclosing Party, whether inadvertent or otherwise.
5. Customer acknowledges and agrees that the Ergofy Platform, the Ergofy Content and the Documentation is the Supplier's Confidential Information.
6. The obligations in this clause 5 shall not include any information that:
  1. is at the time of disclosure, or subsequently becomes, publicly known except by breach of the Agreement;
  2. a party receives from a third party, who is not under an obligation of confidentiality to the Disclosing Party;
  3. is independently developed by the Acquiring Party without use of, or reference to, Disclosing Party's Confidential Information, as shown by the Acquiring Party's records; or
  4. is required by law to be disclosed by the Acquiring Party, provided that the Acquiring Party gives the Disclosing Party written notice as promptly as possible under the circumstances of such requirement prior to such disclosure and provides reasonable assistance at Disclosing Party's expense in obtaining an order protecting the information from public disclosure.
WARRANTIES
1. Each party warrants to the other party that it has full power and authority to enter into and perform its obligations under this Agreement and comply with applicable law.
2. The Supplier warrants that the Ergofy Platform and Ergofy Content will materially comply with the description of the same set out in the Documentation.
3. Except as provided for in clause 6.1 and 6.2, the Supplier excludes all implied representations, warranties and terms of any kind whatsoever (whether implied by common law, statute or otherwise) to the fullest extent permitted by applicable law (including any implied representations, warranties or terms that the Ergofy Platform is of satisfactory quality or fit for purpose).
4. Notwithstanding any other provision of this Agreement, the Customer acknowledges and agrees that Supplier does not represent, warrant or guarantee that the Customer's use of the Ergofy Platform and Ergofy Content will be uninterrupted, error or "bug" free or that the Ergofy Platform and/or the Ergofy Content obtained by the Customer through its use of the Ergofy Platform will meet its requirements.
5. The Customer acknowledges and agrees that:
  1. the Ergofy Platform is not a medical device and is not to be used as such;
  2. any Ergofy Content made available on or otherwise generated by the Ergofy Platform or otherwise provided to the Customer and its Authorised Users by Supplier is for information purposes only and is not designed or provided as medical advice;
  3. to the maximum extent permitted by law, the Ergofy Platform and Ergofy Content are provided "as is" without any warranties, express or implied. Customer acknowledges that the Ergofy Platform and Ergofy Content are not a substitute or replacement for the knowledge and judgement of a medical professional and should not be relied upon as such;
  4. Customer is responsible for deciding whether or not to act upon any Ergofy Content, including any of the results or reports produced by the Ergofy Platform with respect to the health and wellbeing of its Authorised Users; and
  5. the Ergofy Platform is a tool that helps to assess display screen equipment (DSE) risk. The Ergofy Platform is not a substitute for or delegation of any duty of care or other legal obligation the Customer may owe the Authorised Users, and the Customer should not rely upon the Ergofy Platform as such
LIMITATION OF LIABILITY
1. Subject to clause 7.3, neither party shall have any liability under or in connection with this Agreement for any losses or damages which may be suffered by the other party, which falls within any of the following categories:
  1. indirect, special or consequential losses or damages, even though the responsible party was aware of the circumstances in which such special damage could arise;
  2. loss of profits;
  3. loss of anticipated savings;
  4. loss of business, business opportunity and management time;
  5. loss or corruption of data or information; or
  6. loss of goodwill.
2. Subject to clause 7.3, the total liability of either party arising under or in connection with this Agreement, whether in contract, tort (including negligence), pursuant to any indemnity or otherwise (a "Claim"), shall be limited for all Claims in aggregate to the higher of:
  1. an amount equal to the total Fees payable by the Customer to Supplier under this Agreement in the successive twelve (12) month period prior to the most recent Customer Claim; or
  2. £2000.
3. The exclusions in this clause 7 shall apply to the fullest extent permissible by law but neither party excludes any liability for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation.
INTELLECTUAL PROPERTY RIGHTS
1. Subject to any express provision in this Agreement to the contrary, each party acknowledges and agrees that this Agreement does not assign or transfer any Intellectual Property Rights between the parties and that nothing in this Agreement shall be deemed to give a party any right, title or interest whatsoever in the other party's Intellectual Property Rights. Customer acknowledges and agrees that, save in respect of Customer Data, the Supplier shall own all rights, title and interest in and to the Ergofy Platform, Ergofy Content and Documentation.
2. The grant or licence of Intellectual Property Rights under the below clause 8.3 are subject to
  1. the Customer's compliance with the Terms and Conditions of this Agreement; and
  2. receipt by Supplier of payment of the Fees in full.
3. The Supplier grants to the Customer a non-exclusive, non-transferable, non-sublicensable, personal licence to use the Ergofy Platform, Documentation and Ergofy Content during the Term, solely for its own internal business purposes, and not for the benefit of any third party (other than its Authorised Users).
4. The Customer shall not:
  1. remove, alter, cover or obfuscate any copyright notices, trademark notices or other proprietary rights notices placed or embedded on or in the Ergofy Platform, Ergofy Content or Documentation;
  2. un-bundle any components of the Ergofy Platform, Ergofy Content or Documentation;
  3. except to the extent permitted by applicable law, reverse engineer, decompile, disassemble, modify, adapt or make error corrections or otherwise attempt to gain access to the source code of all or any portion of the Ergofy Platform, except to the extent that any reduction of the Ergofy Platform to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Ergofy Platform with the operation of other software or systems used by the Customer, unless the Supplier is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Customer shall request the Supplier to carry out such action or to provide such information (and shall meet the Supplier's reasonable costs in providing that information) before undertaking any such reduction; or
  4. otherwise use the Documentation and/or Ergofy Content, other than in the use of the Ergofy Platform as permitted under this Agreement.
5. The Customer shall own all rights, title and interest in and to all data relating to the Customer that it and/or its Authorised Users provide to Supplier under this Agreement (the "Customer Data"). The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. The Customer grants the Supplier:
  1. a non-exclusive, royalty-free, worldwide, sublicensable licence to use, copy, modify, adapt and distribute the Customer Data or otherwise perform any act to the extent necessary to fulfil its obligations under this Agreement subject to its commitments under Clause 10.1; and
  2. a perpetual, irrevocable, non-exclusive, royalty-free, worldwide licence to aggregate and analyse the data contained in, related to or derived from the Customer Data in anonymised form ("Aggregated and Derived Data") and to copy, distribute, market, adapt and sub-licence such Aggregated and Derived Data. To the extent any new Intellectual Property Rights arises in such Aggregated and Derived Data, the Supplier shall own the same.
INDEMNITIES
1. The Customer will indemnify, hold harmless and keep fully and effectively indemnified the Supplier from and against any and all claims made or threatened against the Supplier alleging that the use or possession of any Customer Data infringes the rights of any third party. The indemnity in this Clause 9 shall survive the expiry or termination for any reason of this Agreement.
2. Supplier will indemnify Customer for any damages awarded by a court of competent jurisdiction arising directly from a claim by a third party that use of the Ergofy Platform, Ergofy Content and Documentation for the purposes permitted by and in accordance with this Agreement infringes the intellectual property rights of any third party in the United Kingdom. This indemnity will be subject to the Customer:
  1. promptly notifying Supplier of any such claim;
  2. giving Supplier full control of any such claim and not settling or admitting any liability in respect of such claim without Supplier's written consent; and
  3. providing Supplier with full disclosure and all reasonable assistance in order to defend and mitigate the impact of any claim. The foregoing indemnity shall not apply to the extent: (i) any infringement or claim relates to the Customer Data contained in the Ergofy Platform and/or Ergofy Content; (ii) any infringement or claim results from Customer's breach of this Agreement; and/or (iii) the Customer fails to comply with the requirements of this clause.
DATA PROTECTION
1. The Supplier is committed to protecting the privacy and confidentiality of its Customers and their information and data. The Supplier will only use Customer Personal Data in accordance with:
  1. the Ergofy Platform Data Processing Agreement; and
  2. the Ergofy Platform End User Privacy Policy.
ACCEPTABLE USE
1. The Customer agrees not to, and not to allow third parties (including Authorised Users) to use the Ergofy Platform, Ergofy Content and/or Documentation:
  1. to violate, or encourage the violation of, the legal rights of others;
  2. to engage in, encourage or promote illegal activity;
  3. for any unlawful, invasive, infringing, defamatory or fraudulent purpose;
  4. to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
  5. to disable, interfere with or circumvent any aspect of the Ergofy Platform;
  6. to copy, resell, reuse or seek to commercialise the Ergofy Platform, Ergofy Content or Documentation (or any part thereof);
  7. to build a product or service which, wholly or in part, competes with or is similar to the Ergofy Platform; or
  8. to generate, distribute, publish or facilitate mass email, promotions, advertisings, spam or other solicitations.
2. The Supplier reserves the right to suspend or disable any Customer's account if it has reason to believe or suspect the Customer is or may be in violation of any part of this Clause 11.
TERM AND TERMINATION
1. This Agreement shall commence and become legally binding on the Effective Date and continue for a period of one month or as otherwise stated on the applicable Order Form (the "Initial Term"), unless terminated earlier by either party in accordance with its terms, and automatically renew for further one month periods or as otherwise stated on the applicable Order Form ("Renewal Term").
2. Either party may terminate this Agreement for convenience at any time after the expiry of the Initial Term by giving the other party at least 30 days' written notice prior to the commencement of the next Renewal Term.
3. Either party may terminate this Agreement with immediate effect by written notice to the other party if the other party:
  1. ceases to trade (either in whole, or as to any part or division involved in the performance of this agreement); or
  2. becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to that party; or
  3. a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of the business or assets of that party, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court; or
  4. the ability of that party's creditors to take any action to enforce their debts is suspended, restricted or prevented or some or all of that party's creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or
  5. any process is instituted which could lead to that party being dissolved and its assets being distributed to its creditors, shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction); or
  6. if it is entitled to do so in accordance with Clause 16.2.
4. The Customer has the right to terminate this Agreement with 21 days’ notice in writing, only where there has been a material change in the Agreement, in the instances where clause 18.2 is applicable.
5. On termination of this Agreement for whatever reason:
  1. each party shall promptly return to the other party all of the other party's Confidential Information (including any copies thereof) within its possession or control, except where required to fulfil any obligations required by law;
  2. the Customer must pay to the Supplier any unpaid Fees;
  3. the obligations of confidentiality (but not the rights to use or disclose) under Clause 4 will continue to apply to the parties for a period of five (5) years; and
  4. the licence granted under clause 8.3 shall cease.
6. Termination of this Agreement for whatever reason shall not affect the rights and obligations of the parties which have accrued prior to the date of termination, including the right to claim damages as a result of a breach of this Agreement.
7. Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this agreement will remain in effect.
WAIVER
1. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
REMEDIES
1. Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
EXCUSED PERFORMANCE
1. Supplier shall not be deemed to be in breach of this Agreement or otherwise liable to the Customer as a result of any delay or other failure in the performance of its obligations under this Agreement if and to the extent that such delay or other failure is caused by or arises from:
  1. the Customer's non-performance, delayed performance or other breach of its obligations under this Agreement;
  2. errors in programs, coding information or operating instructions supplied by the Customer, including any failure of or defects in the Customer's systems;
  3. any failure by the Customer to obtain all necessary rights and licences in relation to the Intellectual Property Rights of third parties;
  4. any act or omission of the Customer that has a material adverse effect upon the performance by Supplier of its obligations under this Agreement; or
  5. without limiting the application of Clause 16, any Force Majeure Event.
FORCE MAJEURE
1. Notwithstanding any other provision of this Agreement, neither party to this Agreement shall be in breach of this Agreement or otherwise liable to the other as a result of any delay or failure in the performance of its obligations under this Agreement (other than an obligation to pay money) if and to the extent that such delay or failure is caused by any event or circumstance not within the reasonable control of the party concerned ("Force Majeure Event"), and the time for performance of the relevant obligation(s) shall be extended accordingly.
2. If any Force Majeure Event delays or prevents the performance of the obligations of either party for a continuous period in excess of one (1) month, then either party shall then be entitled to give notice to the other party to terminate this Agreement, specifying the date (which shall not be less than seven (7) days after the date on which the notice is given) on which termination will take effect.
ENTIRE AGREEMENT
1. This Agreement, the Order Form, and any schedules or documents annexed to this Agreement, or otherwise referred to herein, contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
2. Each party acknowledges that, in entering into this agreement, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this agreement or not) ("Representation") other than as expressly set out in this agreement.
3. Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in this agreement.
VARIATIONS
1. No Order Form shall be modified except by a subsequently dated, written amendment that expressly amends the Order Form and which is signed on behalf of both parties.
2. Unless stated otherwise in this Agreement, the Supplier has the right to vary these Terms and Conditions from time to time on giving the Customer at least 30 days’ notice in writing. Where the Customer does not exercise their termination right under clause 12.4, the amended terms would come into force with immediate effect and be applicable to both parties following the 30-day notice period.
SEVERANCE
1. If any court or competent authority finds that any provision of this agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this agreement shall not be affected.
2. If any invalid, unenforceable or illegal provision of this agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
COUNTERPARTS
1. This agreement via the Order Form may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this agreement, but all the counterparts shall together constitute the same agreement.
THIRD-PARTY RIGHTS
1. A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
2. The rights of the parties to terminate (if any), rescind or agree any variation, waiver or settlement under this agreement is not subject to the consent of any person that is not a party to this agreement.
NO PARTNERSHIP OR AGENCY
1. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
ASSIGNMENT
1. Subject to Clause 23.2, neither party shall assign, novate, transfer, or otherwise dispose of any or all of its rights and/or obligations under this Agreement without the prior written consent of the other party (which may be withheld in that party's absolute discretion).
2. The Supplier may enter into any sub-contract with any third party for the performance of its obligations under this Agreement without the prior written consent of the Customer. Any such sub-contract shall not excuse Supplier from performing its obligations under this Agreement.
NOTICES
1. Any notice or other communication required to be given under this agreement shall be in writing and shall be sent by recorded delivery to the relevant party at its address given above or as otherwise specified by notice from time to time. A notice or other communication required to be given under this agreement shall be deemed to be validly given if sent by e-mail to the address(es) specified in the Order Form.
GOVERNING LAW AND JURISDICTION
1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England.
2. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).