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Introduction

These terms and conditions are the contract between you and VehoGroup Ltd ("us", "we", etc). By visiting or using Our Website, you agree to be bound by them.

We are: company number 08300609 registered in the United Kingdom. Our registered office is at Bridge Innovation Centre, Pembrokeshire Science & Technology Park, Pembroke Dock, Pembrokeshire, Wales, SA72 6UN.

You are: Anyone who uses Our Website.

Please read this agreement carefully and save it. If you do not agree with it, you should leave Our Website immediately.

Terms and Conditions of Use

  1. Interpretation

    In this agreement the following phrases shall have the meaning set out below:

    1. Affiliate includes, in relation to either party, each and any subsidiary or holding company of that party and each and any subsidiary of a holding company of that party.
    2. Agreement means the terms and conditions set out here.
    3. App means the employee facing mobile device software application known as VehoCheck.
    4. Appstore means the appstore providers from which the VehoCheck mobile application software is downloaded.
    5. Appstore Rules means any rules or policies applied by Appstore.
    6. Business Day a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
    7. Data Protection Legislation (i) the Data Protection Act 1998 (until replaced by the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK (GDPR), until the GDPR is no longer directly applicable in the UK, and then any successor legislation to the GDPR or the Data Protection Act 1998.
    8. Feethe licence fee payable by the Customer to the Supplier under the contractual agreement between the two parties
    9. Intellectual Property Rights patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
    10. Maintenance Release release of the Software that corrects faults, adds functionality or otherwise amends or upgrades the Software, which may include a New Version.
    11. New Version any new version of the Software which from time to time is publicly marketed and offered for purchase by the Supplier in the course of its normal business, being a version which contains such significant differences from the previous versions.
    12. Open-Source Software open-source software as defined by the Open Source Initiative (http://opensource.org) or the Free Software Foundation (http://www.fsf.org).
    13. Person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.
    14. Reports the reports produced by the Software and provided to the Customer.
    15. Software the software and application listed in Schedule 1, the Reports and any Maintenance Release which is acquired by the Customer during the subsistence of this licence.
    16. Source Code Materials the source code of the Software, and all technical information and documentation required to enable the Customer to modify and operate it.
    17. Specification the document detailing the specification of the Software which forms Schedule 3 of your Software Licence Agreement between Customer and Supplier.
    18. Term the term of this agreement as described at clause 11.
    19. User means an employee or personnel that uses the Software.
    20. Vehicle(s) the Customer’s vehicle(s) which are (i) provided and registered by the Supplier on to the Software on behalf of the Customer in accordance with clause 2.1; and (ii) regarded as being additional Vehicles in accordance with clause 2.9 and registered by the Customer on to the Software at any point during the Term.
    21. Website means www.vehocheck.com
    22. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other genders.
    23. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
    24. Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  2. Licence
    1. In consideration of the Fee paid by the Customer to the Supplier, the Supplier grants to the Customer a non-exclusive licence for the Term to use the Software.
    2. In relation to scope of use:
      1. the Customer may not use the Software other than as specified in this licence without the prior written consent of the Supplier, and the Customer acknowledges that additional fees may be payable on any change of use approved by the Supplier.
      2. except as expressly stated in this clause 2, the Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software 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.
    3. The Customer may not use any such information provided by the Supplier or obtained by the Customer during any such reduction permitted under clause 3.2(b) to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it.
    4. The Customer shall not:
      1. sub-license, assign or novate the benefit or burden of this licence in whole or in part;
      2. allow the Software to become the subject of any charge, lien or encumbrance; and
      3. deal in any other manner with any or all of its rights and obligations under this agreement, without the prior written consent of the Supplier.
    5. The Supplier may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this licence, provided it gives written notice to the Customer.
    6. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
    7. The Customer shall:
      1. ensure that the Software is installed on designated equipment only as specified by the Supplier (which shall include without limitation android and/or iOS devices);
      2. keep a complete and accurate record of the Customer's copying and disclosure of the Software and its users, and produce such record to the Supplier on request from time to time;
      3. notify the Supplier as soon as it becomes aware of any unauthorized use of the Software by any person;
      4. other than the Reports provided by the Supplier, not collect or harvest any information or data from the Software or the Supplier’s systems or attempt to decipher any transmissions to or from the servers running any Software.
    8. The Customer shall permit the Supplier to inspect and have access to any premises (and to the computer equipment or mobile devices located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this licence, for the purposes of ensuring that the Customer is complying with the terms of this licence, provided that the Supplier provides reasonable advance notice to the Customer of such inspections, which shall take place at reasonable times.
    9. The Software shall generate Reports as set out in the Specification. Unless stated otherwise by the Supplier, such Reports are included in the Fee. Bespoke or copy Reports may be subject to an additional fee which will be charged by the Supplier. Where Reports are subject to a fee, the Customer will be notified prior to downloading or accessing the Report that a fee is payable. The Customer shall contact the Supplier to make any such payment.
  3. Maintenance releases
    The Supplier will provide the Customer with all Maintenance Releases generally made available to its customers. The Supplier shall use its best endeavours to ensure that no Maintenance Release will adversely affect the then existing facilities or functions of the Software. The Customer shall install all Maintenance Releases as soon as reasonably practicable once informed by the Supplier that such Maintenance Releases are available.
  4. Confidentiality and publicity
    1. Each party shall, during the term of this licence and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this licence) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) 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 or any of its Affiliates, unless that 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 licence, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.
    2. No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
  5. Fees
    1. The Customer shall pay to the Supplier licence fees in accordance with the Software Licence Agreement between Customer and Supplier (Fee).
    2. The Fee shall be payable per Vehicle.
    3. All sums payable under this licence are exclusive of VAT or any relevant local sales taxes, for which the Customer shall be responsible.
    4. If the Customer fails to make any payment due to the Supplier under this licence by the due date for payment, then, without limiting the Supplier's remedies under clause 11:
      1. the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount; and/or
      2. the Supplier may suspend and block all access to the Software until any such overdue amount is paid; and/or
      3. the Supplier may terminate the licence in accordance with clause 11.3(a).
  6. Data Protection
    1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
    2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and the Supplier is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
    3. Without prejudice to the generality of clause 6.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of this licence.
    4. Without prejudice to the generality of clause 6.1, the Supplier shall, in relation to any Personal Data (as defined in the Data Protection Legislation) processed in connection with the performance by the Supplier of its obligations under this licence:
      1. process that Personal Data only on the written instructions of the Customer unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier to process Personal Data (Applicable Laws). Where the Supplier is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;
      2. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
      3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
      4. not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
        1. the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
        2. the data subject has enforceable rights and effective legal remedies;
        3. the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
        4. the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
      5. assist the Customer, at the Customer's cost, in responding to any request from a Data Subject ((as defined in the Data Protection Legislation) and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      6. notify the Customer without undue delay on becoming aware of a Personal Data breach; and
      7. at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the licence unless required by Applicable Law to store the Personal Data.
    5. The Customer consents to the Supplier appointing an appropriate third-party processor of Personal Data under this licence as the Supplier sees fit and appropriate. In such circumstances, the Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business.
  7. Defects with Software
    1. The Customer shall notify the Supplier in writing of any defect or fault in the Software in consequence of which it fails to conform in all material respects to the Specification.
    2. Where the Supplier is of the view that there is a defect or fault in the Software, and such defect or fault does not result from the Customer, or anyone acting with the authority of the Customer, having amended the Software or used it outside the terms of this licence for a purpose or in a context other than the purpose or context for which it was designed or in combination with any other software not provided by the Supplier, or it has not been loaded onto Supplier-specified or suitably configured equipment, the Supplier shall use its best endeavours to issue a Maintenance Release to address any such defect or fault in the Software.
    3. The Customer shall provide all the information that may be necessary to assist the Supplier in resolving the defect or fault, including a documented example of any defect or fault, or sufficient information to enable the Supplier to re-create the defect or fault.
    4. The Supplier does not warrant that the use of the Software will be uninterrupted or error-free.
    5. The Customer accepts responsibility for the selection of the Software to achieve its intended results and acknowledges that the Software has not been developed to meet the individual requirements of the Customer.
    6. The Customer acknowledges that any Open-Source Software which may be provided by the Supplier is provided "as is" and expressly subject to the disclaimer in clause 7.7.
    7. All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
  8. Limits of Liability
    1. Except as expressly stated in clause 8.2:
      1. the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
        1. special damage even if the Supplier 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 opportunity;
        5. loss of goodwill;
        6. loss or corruption of data;
      2. the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the total Fees paid under this licence; and
      3. the Customer agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licence.
    2. The exclusions in clause 7.7 and clause 8.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:
      1. death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
      2. fraud or fraudulent misrepresentation;
      3. breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
      4. any other liability which may not be excluded by law.
    3. All dates supplied by the Supplier for the provision of the Software shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
    4. All references to "the Supplier" in this clause 7 shall, for the purposes of this clause and clause 17 only, be treated as including all employees, subcontractors and suppliers of the Supplier and its Affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with clause 17.
  9. Intellectual property rights
    1. The Customer acknowledges that all Intellectual Property Rights in the Software, Reports and any Maintenance Releases belong and shall belong to the Supplier, and the Customer shall have no rights in or to the Software other than the right to use it in accordance with the terms of this licence.
    2. The Supplier undertakes at its own expense to defend the Customer or, at its option, settle any claim or action brought against the Customer alleging that the possession or use of the Software (or any part thereof) in accordance with the terms of this licence infringes the UK Intellectual Property Rights of a third party (Claim) and shall be responsible for any reasonable losses, damages, costs (including reasonable legal fees) and reasonable expenses incurred by or awarded against the Customer as a result of or in connection with any such Claim. For the avoidance of doubt, clause 9.2 shall not apply where the Claim in question is attributable to possession or use of the Software (or any part thereof) by the Customer other than in accordance with the terms of this licence, use of the Software in combination with any hardware or software not supplied or specified by the Supplier if the infringement would have been avoided by the use of the Software not so combined, or use of a non-current release of the Software.
    3. If any third party makes a Claim, or notifies an intention to make a Claim against the Customer, the Supplier's obligations under clause 9.2 are conditional on the Customer:
      1. as soon as reasonably practicable, giving written notice of the Claim to the Supplier, specifying the nature of the Claim in reasonable detail;
      2. not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Supplier (such consent not to be unreasonably conditioned, withheld or delayed);
      3. giving the Supplier and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Customer, so as to enable the Supplier and its professional advisers to examine them and to take copies (at the Supplier's expense) for the purpose of assessing the Claim; and
      4. taking such action as the Supplier may reasonably request to avoid, dispute, compromise or defend the Claim.
    4. If any Claim is made, or in the Supplier's reasonable opinion is likely to be made, against the Customer, the Supplier may at its sole option and expense:
      1. procure for the Customer the right to continue to use the Software (or any part thereof) in accordance with the terms of this licence;
      2. modify the Software so that it ceases to be infringing;
      3. replace the Software with non-infringing software; or
      4. terminate this licence immediately by notice in writing to the Customer and refund any of the Fee paid by the Customer as at the date of termination (less a reasonable sum in respect of the Customer's use of the Software to the date of termination) on return of the Software and all copies thereof.
    5. This clause 9 constitutes the Customer's exclusive remedy and the Supplier's only liability in respect of Claims and, for the avoidance of doubt, is subject to clause 8.1.
  10. Duration and termination
    1. Subject clause 9.4(d), clause 10.3, clause 10.4 and clause 19, this licence shall commence on the Commencement Date and unless otherwise mutually agreed by the parties shall continue for a period of [12] months (Initial Term). Following the Initial Term, this licence shall continue unless either party gives written notice to terminate the licence in accordance with clause 10.2 below.
    2. Subject clause 9.4(d), clause 10.3, clause 10.4 and clause 19, either party may give to the other not less than 30 days written notice of termination of this licence, such notice not to expire before the end of the Initial Term or on each [12] month anniversary thereafter.
    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:
      1. 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 7 days after being notified in writing to make such payment;
      2. 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 14 days after being notified in writing to do so;
      3. 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 ;
      4. 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;
      5. 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;
      6. 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;
      7. 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;
      8. 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;
      9. 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;
      10. 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 11.1(c) to clause 11.1(i) (inclusive); or
      11. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
    4. The Supplier may terminate this licence with immediate effect by giving written notice to the Customer if there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010).
    5. Any provision of this licence that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this licence shall remain in full force and effect.
    6. Termination or expiry of this licence shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the licence which existed at or before the date of termination or expiry.
    7. On termination for any reason:
      1. all rights granted to the Customer under this licence shall cease;
      2. the Customer shall cease all activities authorised by this licence;
      3. the Customer shall immediately pay to the Supplier any sums due to the Supplier under this licence; and
      4. the Customer shall immediately destroy, delete or return to the Supplier (at the Supplier's option) all copies of the Software then in its possession, custody or control and, in the case of destruction or deletion, certify to the Supplier that it has done so.
    8. For the avoidance of doubt, in the event that the licence is terminated in accordance with clause 10.2, clause 10.3 and 10.4, the Customer shall be liable to pay to the Supplier the Fee per Vehicle for any unexpired part of the Term.
    9. 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 licence (including clause 1, clause 5, clause 9, and clause 10) shall remain in full force and effect.
  11. Waiver
    No failure or delay by a party to exercise any right or remedy provided under this licence 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.
  12. Remedies
    Except as expressly provided in this licence, the rights and remedies provided under this licence are in addition to, and not exclusive of, any rights or remedies provided by law.
  13. Entire agreement
    1. This licence, the schedules and the documents 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 licence, 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 licence or not) (Representation) other than as expressly set out in this licence.
    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 licence.
    4. Nothing in this clause shall limit or exclude any liability for fraud.
  14. Variation
    No variation of this licence shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
  15. Severance
    1. If any provision or part-provision of this licence is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this licence.
    2. If any provision or part-provision of this licence is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
  16. Counterparts
    This licence may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
  17. Third-party rights
    1. The Supplier and the entities referred to in clause 8.4 may enforce the terms of this licence subject to and in accordance with this clause 17, this licence and the Contracts (Rights of Third Parties) Act 1999.
    2. It is agreed that it is intended to confer a benefit on the Supplier and its Affiliates by making the exclusions and limitations of liability available to them in accordance with this licence, provided that the rights of such Affiliates under this licence shall only be enforceable by the Customer on their behalf. The Supplier will owe no duty to them to enforce such rights and it may conduct or compromise any relevant proceedings as it sees fit.
    3. Except as provided in clause 17.1 and clause 17.2, 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.
  18. No partnership or agency
    1. Nothing in this licence 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, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
  19. Force majeure
    Neither party shall be in breach of this licence nor liable for delay in performing, or failure to perform, any of its obligations under this licence if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 8 weeks, the party affected may terminate this agreement by giving 14 days' written notice to the unaffected party.
  20. Notices
    1. Any notice given to a party under or in connection with this contract shall be in writing and shall be:
      1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
      2. sent by fax to its main fax number.
    2. Any notice shall be deemed to have been received:
      1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
      2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
      3. if sent by fax, at 9.00 am on the next Business Day after transmission.
    3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, "writing" shall not include e-mail.
  21. Governing law and jurisdiction
    1. This licence 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.
    2. The parties irrevocably agree that the courts of England and Wales 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).