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Service Subscription Terms and Conditions

SUBSCRIPTION TERMS

1.    INTERPRETATION

1.1    The definitions and rules of interpretation in this clause apply in this Agreement.

Agreement: the agreement between the parties relating to the provision and use of the Services, incorporating these terms, the Order Form, and any further documents incorporated by reference.

Authorised Users: those employees of the Customer who are authorised by the Customer to use the Services, as further described in clause 1.2.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or would be regarded by a reasonable business person as being confidential, as well as information identified as Confidential Information in clause 12.4.

Customer: the customer purchasing access to the Services, as specified in the Order Form.

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

Data Protection Legislation: all applicable laws and regulations from time to time in force relating to the protection of personal information, including the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the GDPR and any laws substituting, re-enacting or replacing any of the forgoing, as amended or updated from time to time.

Effective Date: the date for commencement of the Services, as set out in the Order Form (or otherwise being the date on which the Order Form is signed by or on behalf of both parties).

GDPR: The General Data Protection Regulation (Regulation EU 2016/679).

Initial Subscription Term: the initial term of this Agreement, as set out in the Order Form.

Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.

Order Form: the written order form prepared by the Supplier for the Customer and setting out the Services, number of User Subscriptions, Subscription Fees, Initial Subscription Term and any other relevant terms agreed by the parties and signed by or on behalf of each party.

Services: the subscription services provided by the Supplier to the Customer under this Agreement, as more particularly described in the Order Form.

Software: the online software application and website provided by the Supplier as part of the Services.

Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set out in the Order Form.

Supplier: The Shephard Group Limited, incorporated and registered in England and Wales with company number 06441767, whose registered office is at 30 Saville Road, London, England, W4 5HG.

Supplier Content: any and all data and content accessible or made available via the Services, including but not limited to any documents, images, videos, downloadable files and other media.

User Subscriptions: the user subscriptions purchased by the Customer pursuant to this Agreement (and as detailed in the Order Form) which entitle Authorised Users to access and use the Services.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2    Any clause, schedule or other headings in this Agreement are included for convenience only and shall have no effect on the interpretation of this Agreement.

1.3    A reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.

1.4    A reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established.

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

1.6    Any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words.

1.7    A reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form.

1.8    A reference to any law or legislation is a reference to that law or legislation as amended, recast, replaced, extended, re-enacted or consolidated from time to time and includes all subordinate legislation made from time to time under that legislation.

2.    USER SUBSCRIPTIONS

2.1    Subject to the Customer purchasing the User Subscriptions in accordance with clause 4.2 and clause 10.1, the restrictions set out in this clause 2 and the other terms and conditions of this Agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services during the Subscription Term.

2.2    In relation to the Authorised Users, the Customer undertakes that:

(a)    the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time;

(b)    it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services;

(c)    each Authorised User shall keep a secure password for his use of the Services, that such password shall be changed at reasonable intervals and that each Authorised User shall keep his password confidential;

(d)    it shall permit the Supplier to audit the Services in order to establish the name and password of each Authorised User;

(e)    if any of the audits referred to in clause 2.2(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and

(f)    if any of the audits referred to in clause 2.2(d) reveal that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier’s other rights, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in the Order Form within 10 Business Days of the date of the relevant audit.

3.    FAIR USE

3.1    The Customer agrees that the Supplier Content is provided for the Customer’s own internal business purposes only. The Customer shall be entitled to download or copy single instances of the Supplier Content for such purposes but shall not perform any screen scraping or bulk downloads, or engage in any external use of the Supplier Content, without the Supplier’s prior written consent.

3.2    The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

(a)    is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b)    facilitates illegal activity;

(c)    is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(d)    is otherwise illegal or causes damage or injury to any person or property.

3.3    The Customer shall not:

(a)    except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

(i)    and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or

(ii)    attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

(b)    access all or any part of the Services in order to build a product or service which competes with the Services; or

(c)    license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services or any Supplier Content, available to any third party except the Authorised Users, or

(d)    attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided in this Agreement or otherwise agreed by the parties in writing.

3.4    The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services. In the event of any such unauthorised access or use, the Customer shall promptly notify the Supplier.

4.    ADDITIONAL USER SUBSCRIPTIONS

4.1    Subject to clause 4.1 and clause 4.2, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in the Order Form. If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify the Supplier in writing. the Supplier shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or rejection of the request (approval not to be unreasonably withheld).

4.2    If the Supplier approves the Customer’s request to purchase additional User Subscriptions, the Customer shall, within 30 days of the date of the Supplier’s invoice, pay to the Supplier the relevant fees for such additional User Subscriptions and, if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).

5.    SERVICES

5.1    The Supplier shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this Agreement.

5.2    The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for maintenance of the Services, which the Supplier shall perform outside of Normal Business Hours insofar as reasonably possible. The Supplier shall use reasonable efforts to give the Customer reasonable prior notice of any maintenance.

6.    CUSTOMER DATA

6.1    The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

6.2    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. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up) and the Customer should therefore keep its own back-ups of Customer Data.

7.    DATA PROTECTION

Each party warrants and undertakes that it shall comply with the Data Protection Legislation in the performance of this Agreement. The Supplier shall process personal data in accordance with its privacy policy, as available on its website from time to time.

8.    SUPPLIER WARRANTIES

8.1    The Supplier warrants and undertakes that the Services will be performed substantially in accordance with the description for the Services set out in the Order Form and any specification provided to the Customer. using reasonable skill and care.

8.2    The Supplier shall not be deemed to be in breach of the warranty and undertaking at clause 8.1 to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. Subject to the foregoing, if the Services do not conform with clause 8.1, the Supplier will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 8.1.  

8.3    The Supplier:

(a)    does not warrant that the Customer's use of the Services will be uninterrupted or error-free, or that the Services and/or the information obtained by the Customer through the Services will be accurate and up to date, and/or meet the Customer's requirements; and

(b)    is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

9.    CUSTOMER'S OBLIGATIONS

The Customer shall:

(a)    provide the Supplier with:

(i)    all necessary co-operation in relation to this Agreement; and

(ii)    all necessary access to such information as may be required by the Supplier,

in order to provide the Services, including but not limited to all relevant Customer Data;

(b)    comply with all applicable laws and regulations with respect to its activities under this Agreement;

(c)    carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier shall not be liable for any consequent delay or non-performance of the Services and may adjust any agreed timetable or delivery schedule as reasonably necessary;

(d)    ensure that the Authorised Users use the Services in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement;

(e)    obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services; and

(f)    be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

10.    CHARGES AND PAYMENT

10.1    The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 10 and the Order Form.

10.2    Unless otherwise stated in the Order Form, the Subscription Fees shall be payable annually in advance and the Supplier shall invoice the Customer on the Effective Date and annually thereafter. The Customer shall pay each invoice within 30 days after the date of such invoice.

10.3    If the Supplier has not received payment within 7 days after the due date, and without prejudice to any other rights and remedies of the Supplier:

(a)    the Supplier may, without liability to the Customer, disable the Customer’s passwords, accounts and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

(b)    interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Supplier's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

10.4    All amounts and fees stated or referred to in this Agreement:

(a)    shall be payable in pounds sterling (unless otherwise stated in the Order Form);

(b)    are, subject to clause 14.4(b), non-cancellable and non-refundable;

(c)    are exclusive of value added tax, which (if applicable) shall be added to the Supplier's invoice(s) at the appropriate rate and payable by the Customer.

10.5    The Subscription Fees may be varied by the Supplier on an annual basis from expiry of the Initial Subscription Term.

11.    PROPRIETARY RIGHTS

11.1    The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and Supplier Content. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.

11.2    The Customer acknowledges and agrees that Supplier Content is derived from a variety of sources, including publicly available information and, accordingly, the Supplier cannot be responsible for the legitimacy or accuracy of such Supplier Content. The Customer’s use of the Services and Supplier Content is entirely at the Customer’s risk.

12.    CONFIDENTIALITY

12.1    Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:

(a)    is or becomes publicly known other than through any act or omission of the receiving party;

(b)    was in the other party's lawful possession before the disclosure;

(c)    is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

(d)    is independently developed by the receiving party, which independent development can be shown by written evidence; or

(e)    is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body (for the purposes of that disclosure only).

12.2    Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.

12.3    Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees, agents or contractors in violation of the terms of this Agreement and shall be responsible for all acts and omissions of any such employees, agents or contractors.

12.4    The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.

12.5    This clause 12 shall survive termination of this Agreement, however arising.

13.    INDEMNITY

13.1    The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Software infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

(a)    the Supplier is given prompt notice of any such claim;

(b)    the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and

(c)    the Supplier is given sole authority to defend or settle the claim.

13.2    In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 5 Business Days’ notice to the Customer.

13.3    In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

(a)    a modification of the Services by anyone other than the Supplier; or

(b)    the Customer's use of the Services in a manner contrary to the instructions given to the Customer by the Supplier; or

(c)    the Customer's use of the Services after notice of the alleged or actual infringement from the Supplier or any appropriate authority.

13.4    The foregoing and clause 14.4(b) states the Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier’s employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

14.    LIMITATION OF LIABILITY

14.1    This clause 14 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:

(a)    arising under or in connection with this Agreement;

(b)    in respect of any use made by the Customer of the Services or any part of them; and

(c)    in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

14.2    Except as expressly and specifically provided in this Agreement:

(a)    the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. the Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction; and

(b)    all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.

14.3    Nothing in this Agreement excludes the liability of the Supplier:

(a)    for death or personal injury caused by the Supplier's negligence; or

(b)    for fraud or fraudulent misrepresentation.

14.4    Subject to clause 14.2 and clause 14.3:

(a)    the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and

(b)    the Supplier's total aggregate liability in contract (including any indemnity), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid during the 12 months immediately preceding the date on which the claim arose.

15.    TERM AND TERMINATION

15.1    This Agreement shall, unless otherwise terminated as provided in this clause 15, commence on the Effective Date and shall continue for the Initial Subscription Term.

15.2    [On expiry of the Initial Subscription Term, this Agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period, and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

OR

On expiry of the Initial Subscription Term, the Agreement shall automatically terminate unless renewed or extended by agreement in writing between the parties. Any agreed renewal shall be a Renewal Period and the Initial Subscription Term together with any subsequent Renewal Periods shall be the Subscription Term.]

15.3    Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

(a)    the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

(b)    the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

(c)    the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ;

(d)    the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(e)    a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(f)    an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;

(g)    the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

(h)    a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(i)    a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;

(j)    any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.3(c) to clause 15.3(i) (inclusive);

(k)    the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

15.4    On termination of this Agreement for any reason:

(a)    all licences granted under this Agreement shall immediately terminate;

(b)    the Customer shall cease any further use of the Supplier Content and shall destroy all copies (including in any derived documents or materials) of the Supplier Content downloaded or copied from the Services;

(c)    each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party;

(d)    the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; and

(e)    any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

16.    FORCE MAJEURE

The Supplier shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of any suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

17.    VARIATION

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18.    WAIVER

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 prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

19.    RIGHTS AND REMEDIES

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.

20.    SEVERANCE

20.1    If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

20.2    If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

21.    ENTIRE AGREEMENT

21.1    This Agreement constitutes the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter it covers.

21.2    Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

22.    NO ASSIGNMENT

The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

23.    NO PARTNERSHIP OR AGENCY

Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

24.    THIRD PARTY RIGHTS

This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

25.    NOTICES

25.1    Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand, sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address or email addresses as may have been notified by that party for such purposes.

25.2    A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received 1 Business Day after the day it was sent.

26.    GOVERNING LAW

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 and Wales.

27.    JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).