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Terms and conditions

  1. The Supplier provides digital solutions in the broadcasting and advertising industries, and carries on the business of supplying the Services (in each case as defined below).
  2. The Customer wishes to purchase the Services (in each case as defined below).
  3. The Supplier agrees to supply the Services to the Customer on these Terms, which shall be incorporated into each Order.
  1. Definitions and interpretation
    1. In this Agreement, the following words and phrases shall have the following meanings:
    2. Agreement means together an Order and these Terms;
      Applicable Domestic Law means to the extent that the EU GDPR applies, EU and member state laws and, to the extent that the UK GDPR applies, UK law;
      Applicable Law means any laws, regulations, regulatory policies, obligations, guidelines, codes of practice or rules (including codes of principles contained in such rules), applicable to the existence or operation of this Agreement or the provision of, and payment for and/or receipt of, the Services;
      Asset Health Means the detection of assets containing identical content - regardless of codec, format or resolution - for the purpose of improving the health of the asset management system.
      Asset Tagging means the addition of contextual data to existing media assets often referred to as keywords or metadata enrichment.
      Business Day means Mondays to Fridays (inclusive) but excluding bank or public holidays in England;
      Charges means the charges for the Services to be paid by the Customer during the Term as agreed under the payment schedule; or as set out on the Website if no payment schedule exists.
      Confidential Information means this Agreement and any information, however conveyed or presented, that relates to the business, affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel and suppliers of the disclosing party, together with all information derived by the receiving party from any such information and any other information clearly designated by a party as being confidential to it (whether or not it is marked "confidential"), or which ought reasonably be considered to be confidential;
      Commencement Date has the meaning given in clause 2.2;
      Customer means the person or entity identified when placing an Order through the Website;
      Customer Data means the data (including Personal Data) provided by the Customer or any person authorised by the Customer to the Supplier and/or which is uploaded onto or transmitted across the Supplier IT Environment;
      Customer Materials means those videos, audio files or images which the Supplier takes copies of from the Customer System in respect of the provision of the Services;
      Customer Personal Data has the meaning given in Clause 8.2;
      Customer System means the Customer's computing environment (consisting of hardware, software, equipment, servers, configuration and management utilities to which the Supplier connects in order to provide the Services;
      Data Protection Legislation means all applicable data protection and privacy laws and regulations, guidance and codes of practice issued from time to time which relate to the protection of personal data and the privacy of communications including, without limitation:
      1. the UK GDPR and/ or the EU GDPR as applicable;
      2. the Data Protection Act 2018;
      3. the Data Protection (Charges and Information) Regulations 2018;
      4. the Privacy and Electronic Communications (EC Directive) Regulations 2003;
      5. any other legislation in force in the UK from time to time in respect of data protection and privacy guidance and codes of practice issued from time to time by the Data Protection Regulator, in each case as amended, updated or re-enacted from time to time; and guidance and codes of practice issued by the European Data Protection Board or the Article 29 Working Party prior to 1 January 2021;
      Data Protection Regulator means the UK Information Commissioner's Office and any other supervisory authority with jurisdiction over either party, and in each case any successor body from time to time;
      Deduplication Means the identification and indication of assets that are perceptually identical, that is, assets that to a human eye & ear would appear to be identical; and “Deduplicated” shall be construed accordingly;
      Deliverables The Customer Materials which have been Deduplicated and Asset Tagged by the Supplier in the provision of the Services;
      EU GDPR means the General Data Protection Regulation 2016/679;
      Intellectual Property Rights means any intellectual property rights, including all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world;
      Match Software means the proprietary software of the Supplier with Deduplication functionality and to identify content in respect of Customer Materials for Asset Tagging or other Customer processing;
      Order means an order for the provision of Services incorporating these Terms submitted by the Customer through the Website and which has been accepted by the Supplier in accordance with Clause 2.2;
      Services means the Deduplication and Asset Tagging services to be provided by the Supplier in relation to its “Match” product as described on the Website Schedule 1
      Supplier means Ad Signal Limited registered in England and Wales with number 11615084 and whose registered office is at 38 Monarch Way, York, North Yorkshire, YO26 5TB United Kingdom;
      Supplier IT Environment the Supplier's computing environment (consisting of hardware, software (including Match Software), equipment and servers, which the Supplier uses in order to provide the Services;
      Term means from agreement of provision of service until the service is discontinued;
      Terms means these terms and conditions, including the Schedule and the Annex;
      UK GDPR has the meaning given to it in s3(10) as supplemented by s 205(4) of the Data Protection Act 2018;
      Website means the website at: https://www.ad-signal.io/ or such other website address as may be notified to the Customer from time to time;
      VAT means value added tax chargeable in the UK; and
      VAT means 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 maliciously adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, 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.
    3. Clause headings shall not affect the interpretation of this Agreement.
    4. Words in the singular shall include the plural and vice versa and references to one gender include the other gender.
    5. Any reference to persons includes natural persons, firms, partnerships, limited liability partnerships, companies, corporations, unincorporated associations, local authorities, governments, states, foundations and trusts (in each case whether or not having separate legal personality).
    6. A reference to a statute or statutory provision is a reference to it as it is in force from time to time, taking account of any amendment, extension or re-enactment and includes any subordinate legislation in force and made under it from time to time.
    7. References to the words “include” or “including” (or any similar term) are not to be construed as implying any limitation and general words introduced by the word “other” (or any similar term) shall not be given a restrictive meaning in each case by reason of the fact that they are preceded or followed by words indicating a particular class of acts, matters or things.
    8. The words “in writing” and “written” mean “in documented form” whether electronic or hard copy including e-mail, unless otherwise expressly stated.
    9. In the event of any conflict or inconsistency between these Terms and an Order, the Order shall prevail.
    10. The terms personal data, process(ing), data subject, personal data breach, controller and processor have the meanings given to them in the UK GDPR or the EU GDPR as applicable.
  2. Basis of Agreement
    1. An order placed by the Customer constitutes an offer by the Customer to purchase Services in accordance with this Agreement.
    2. An order placed by the Customer shall only be deemed to be accepted once the Supplier has notified the Customer of an order acceptance, at which point and on which date this Agreement shall come into effect (“Commencement Date”).
    3. These Terms apply to this Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
    4. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with this Agreement.
  3. Services
    1. The Supplier shall from the Commencement Date and for the duration of the Term provide the Services to the Customer in accordance with these Terms in all material respects.
    2. The Services shall be provided to the Customer in a business context only, which shall not include personal use.
    3. The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in this Agreement, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
    4. The Supplier reserves the right to amend the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
    5. The Customer acknowledges and agrees that:
      1. the Supplier does not guarantee any success rate of Deduplication;
      2. the Supplier does not guarantee the accuracy or success rate of any Asset Tagging (and the Asset Tagging will depend on the capabilities of the Customer's Digital Asset Management solution (DAM));
      3. any recommendations made by the Supplier in the provision of the Services, including in relation to Asset Health, are recommendations only, and may not be suitable for the Customer's unique requirements. The Supplier shall not be liable to the Customer in relation to such recommendations, and any reliance by the Customer on any of the Supplier's recommendations is entirely at the Customer's own risk. The Supplier shall have no liability arising from the deletion of any Customer Materials from the Customer Systems or from the Supplier IT Environment or otherwise; and
      4. without prejudice to Clause 15.6, the Supplier may use third parties to provide the Services (whether in whole or in part).
  4. Warranties
    1. Each party represents, warrants and undertakes that it has capacity to enter into this Agreement and to grant the rights and licences it purports to grant under this Agreement.
    2. The Supplier warrants that the Services shall be provided using reasonable care and skill.
  5. Customer obligations
    1. The Customer shall:
      1. ensure that any information it provides from time to time is complete and accurate;
      2. cooperate with the Supplier in all matters relating to the Services;
      3. provide the Supplier, its employees, agents, consultants and subcontractors with access to connect to the Customer System as required through which the Supplier will take or receive a copy of the relevant Customer Materials to which the Services relate;
      4. provide the Supplier with such information and materials as the Supplier may reasonably require in order to provide the Services;
      5. ensure that the Customer System is up to date with no Viruses and maintained in accordance with reasonable standards;
      6. where applicable, before the Commencement Date, obtain and maintain all necessary licences, permissions and consents which may be required for the receipt of the Services;
      7. comply with all Applicable Laws;
      8. keep all Supplier materials, Supplier documents and other property of the Supplier (“Supplier Materials”) in the Customer's possession for, or in relation to, the receipt of the Services in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation;
      9. make sure that any usernames/ logins and / or password, API keys or other credential details issued to the Customer in connection with the Services are kept secure, not shared and managed in accordance with reasonable standards; and
      10. not use the Services for any illegal, deceptive, misleading or unethical purpose or otherwise in any manner which may be detrimental to the reputation of the Supplier, the Services or any person.
  6. If the Supplier's performance of any of its obligations under this Agreement is prevented or delayed by any failure by the Customer to perform any obligation and/or any other act or omission by the Customer (“Customer Default”):
    1. without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services with immediate effect until the Customer remedies the Customer Default and the Supplier shall be relieved from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of the Services. If the Customer has not remedied the Customer Default within 30 days of notice from the Supplier, the Supplier shall be entitled to terminate this Agreement with immediate effect on written notice to the Customer;
    2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's exercising its rights of suspension or termination as set out in this clause 5.2; and
    3. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from a Customer Default.
  7. For the avoidance of doubt, the rights and remedies of the Supplier set out in Clause 5.2 are without prejudice to the any rights of the Supplier to carry out enforcement action (including the issuing of legal proceedings) or exercise any other rights and remedies in respect of any Charges due from the Customer which have not been paid by the Due Date.
  8. Charges and payment
    1. The Customer shall pay the Charges in accordance with the remaining provisions of this clause 6 and any additional payment terms set out in Schedule A.
    2. All amounts payable by the Customer under this Agreement are exclusive of amounts in respect of value added tax. Where any taxable supply for VAT purposes is made under this Agreement by the Supplier to the Customer, the Customer shall pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services (as applicable).
    3. The Supplier shall invoice the Customer every 30 days in arrears. The Customer shall pay each invoice submitted by the Supplier within [30] days of the date of the invoice in full and in cleared funds to a bank account nominated in writing by the Supplier.
    4. If a party fails to make payment in respect of undisputed amounts to the other party by the relevant due date (“Due Date”), provided that written notice of non-payment has been provided, a party may (but is not obliged to) charge interest on the amount outstanding at a rate of 4% annually 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 amount outstanding, whether before or after judgement. The relevant party shall pay the interest together with the overdue amount.
    5. All Charges and other amounts to be paid by the Customer under this Agreement shall be paid in full without deduction or withholding and the Customer shall not be entitled to assert any credit, set off, counterclaim or withholding against the Supplier in order to justify the withholding payment of such amounts in whole or in part.
    6. The Supplier may at any time during the Term, but no more than once in any calendar year, upon 30 days' notice to the Customer, apply an increase to the Charges due (including without limitation through a reduction in discounts) which does not exceed the annual percentage change in the Consumer Price Index plus 2% for the previous 12 months. Such an increase shall not entitle the Customer to terminate this Agreement.
    7. Time for payment of the Charges under this Agreement shall be of the essence of this Agreement.
  9. Intellectual property rights
    1. The Supplier, acting reasonably, reserves the right to require the Customer either not to use or to cease to use any advertising or promotional materials in respect of the Services.
    2. All Intellectual Property Rights in the Deliverables and in or arising out of or in connection with the supply of Services (other than Intellectual Property Rights in the Customer Materials) shall be owned by the Supplier.
    3. The Customer hereby grants to the Supplier, or shall procure the direct grant to the Supplier of, a fully paid-up, royalty free, non-exclusive, irrevocable, worldwide licence (with rights to sub-licence) during the Term to access and use the Customer System for the purpose of providing the Services (including to take a copy of the relevant Customer Materials to which the Services relate).
    4. The Customer hereby grants to the Supplier, or shall procure the direct grant to the Supplier of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence (including the right to grant sub-licences to the Supplier's sub-contractors) to use, copy and modify the Customer Materials for the purposes of enhancing and developing product features.
    5. The Supplier grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding the Customer Materials).
    6. The Customer undertakes that the receipt and use of the Customer Systems and/or the Customer Materials in the performance of this Agreement by the Supplier, its agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party. The Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer's breach of this clause 7.6.
  10. Data protection
    1. Each party shall comply with all applicable requirements of the Data Protection Legislation.
    2. To the extent that the Supplier processes personal data as a processor or a sub-processor on behalf of the Customer as controller or processor respectively (‘Customer Personal Data'), without prejudice to its obligations under the Data Protection Legislation, the Supplier shall:
      1. process the Customer Personal Data only in accordance with the Customer's documented instructions set out in the Annex to this Agreement (“Instructions”) save to the limited extent required by Applicable Domestic Law, in such case, the Supplier shall inform the Customer of that legal requirement before processing, unless the law prohibits such information on important grounds of public interest;
      2. notify the Customer if it has reason to believe that an Instruction is in breach of the Data Protection Legislation;
      3. implement appropriate technical and organisational security measures to ensure the confidentiality and integrity of Customer Personal Data is preserved and to prevent the unlawful or unauthorised processing of the Customer Personal Data and to protect against accidental loss or destruction of, or damage to, the Customer Personal Data, provided that such measures shall be appropriate to the harm that might result from each of the same and the nature of the Personal Data to be protected, as well as the risk of varying likelihood and severity for the rights and freedoms of the data subjects having regard to the state of technological development and cost of implementing any measures;
      4. not transfer the Customer Personal Data outside the United Kingdom or European Economic Area without ensuring that there are appropriate safeguards in place in respect of such transfer, as required under the Data Protection Legislation;
      5. notify the Customer promptly (within 72 hours) if it receives a request from a data subject, the Data Protection Regulator or any other third party which relates to the Customer Personal Data (and the Supplier shall not respond to such request unless so directed by the Customer);
      6. Taking into account the nature of the processing, provide the Customer with such reasonably requested information, co-operation and assistance, by appropriate technical and organisational measures insofar as possible to assist the Customer to meet its obligations under the Data Protection Legislation in respect of the Customer Personal Data relating to:
        1. responding to requests from a data subject to exercise their rights;
        2. enquiries from the Data Protection Regulator;
        3. security of processing;
        4. notification of a personal data breach to the Data Protection Regulator or the data subject;
        5. data protection impact assessments; or
        6. prior consultation.
      7. Taking into account the nature of the processing, provide the Customer with such reasonably requested information, co-operation and assistance, by appropriate technical and organisational measures insofar as possible to assist the Customer to meet its obligations under the Data Protection Legislation in respect of the Customer Personal Data relating to:
        1. the nature of the Security Incident including the approximate number and categories of data subjects and records concerned;
        2. name and contact details of the contact at the Supplier who will liaise with the Customer and/or the Customer's affiliates in relation to the Security Incident;
        3. possible consequences of the Security Incident; and
        4. remediation measures proposed to be taken.
      8. maintain complete and accurate records to demonstrate its compliance with this clause 8;
      9. ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality;
      10. following the end of the term of this Agreement, at the Customer's option, delete or return all the Customer Personal Data to the Customer and delete existing copies unless the Applicable Domestic Law requires the storage of the Customer Personal Data by the Supplier; and
      11. at the Customer's cost, make available to Customer all information necessary to demonstrate compliance with the obligations laid out in Article 28 of the UK GDPR or the EU GDPR, as applicable and this clause 8 and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer provided that such audits shall not take place more than once every three years, shall not last for more than 2 days, shall not disrupt the Supplier's business and shall be undertaken on reasonable notice.
    3. Where the Supplier collects Customer Personal Data on the Customer's behalf in order to deliver the Services, the Supplier shall ensure that it:
      1. only collects Customer Personal Data when and to the extent necessary to deliver the Services and as agreed with the Customer; and
      2. has provided data subjects with appropriate privacy information on the Customer's behalf to permit the Processing required to deliver the Services.
    4. The Customer hereby grants to the Supplier a general authorisation to appoint the sub-processors appointed at the date of this Agreement. The Supplier shall notify the Customer of any changes concerning the addition or replacement of other processors, thereby giving the Customer the opportunity to object. The Supplier shall ensure any sub-processors are subject to a written agreement incorporating terms which are substantially similar to this clause 8 and the Supplier shall remain fully liable for any such sub-processors.
    5. The subject matter, duration, nature and purposes of the processing, the type of personal data and categories of data subjects of the Customer Personal Data undertaken by the Supplier as a processor on behalf of the Customer under this Agreement are as set out in the Annex to this Agreement.
    6. The Supplier may process personal data that it obtains in the provision of the Services as a controller for the purposes of undertaking analytics and improving its Services.
  11. Confidentiality
    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:
      1. is or becomes publicly known other than through any act or omission of the receiving party;
      2. was in the other party's lawful possession before the disclosure;
      3. is lawfully disclosed to the receiving party by a third party without any restriction on disclosure; or
      4. is independently developed by the receiving party, which independent development can be shown by written evidence.
    2. Subject to clause 9.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than in respect of the supply or receipt of Services under this Agreement.
    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 or agents in violation of this Agreement.
    4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
    5. All Supplier Materials shall at all times be and remain the exclusive property of the Supplier.
    6. The above provisions of this clause 9 shall survive termination of this Agreement, however arising.
  12. Liability
    1. Nothing in this Agreement shall operate so as to exclude or limit the liability of either party to the other:
      1. for death or personal injury caused as a result of its negligence;
      2. arising out of fraud or fraudulent misrepresentation; or
      3. for any other liability which cannot be excluded or limited by law.
    2. Subject to clause 10.1, neither party shall be liable to the other under this Agreement, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation (whether innocent or negligent) or otherwise, for any special, indirect or consequential losses.
    3. Subject to clauses 3.5, 10.1, 10.2 and 10.4, the total aggregate liability of the Supplier to the Customer under or in relation to this Agreement, including liability for breach of contract, tort (including negligence), breach of statutory duty, misrepresentation (whether innocent or negligent) or otherwise shall not exceed 100% of the Charges paid by the Customer under this Agreement in the previous 12 months.
    4. The Customer hereby acknowledges and agrees that the Supplier does not warrant that the Services will be uninterrupted, error-free or completely secure.
  13. Term
    1. This Agreement shall commence on the Commencement Date and, subject to earlier termination in accordance with clause 12, shall continue in full force and effect for the duration of the Term.
  14. Termination
    1. Notwithstanding its other rights under this Agreement, the Supplier may terminate this Agreement:
      1. by providing a minimum of 30 days' prior written notice to the Customer;
      2. with immediate effect on written notice to the Customer if the Supplier loses its rights to provide the Services to the Customer; or
      3. with immediate effect upon written notice if the Supplier is required to terminate this Agreement under Applicable Law and/or a regulatory requirement.
    2. Either party may terminate this Agreement immediately on written notice to the other if:
      1. the other party commits a material breach of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or
      2. enters into and/or itself applies for, and/or calls meetings of members and/or creditors with a view to one or more of a moratorium, administration, liquidation (of any kind, including provisional), or composition and/or arrangement (whether under deed or otherwise) with creditors, and/or has any of its property subjected to one or more of appointment of a receiver (of any kind), enforcement of security, distress, or execution of a judgement (in each case to include similar events under the laws of other countries) or ceases or threatens to cease to carry on business.
    3. Termination of this Agreement shall not prejudice any of the parties' rights and remedies which have accrued as at the date of termination.
    4. On termination of this Agreement for any reason:
      1. each party will cease use of the other party's Confidential Information and Personal Data (and in the case of the Customer, Customer Data, and in the case of the Supplier the Supplier Materials) and (at the other party's option) return, destroy or irretrievably delete the same;
      2. the licence granted to the Supplier pursuant to clause 7.3 above to access and use the Customer System shall terminate and the Supplier shall cease all use of the Customer System; and
      3. the Customer shall immediately pay to the Supplier all of the Supplier's outstanding Charges and interest.
    5. Notwithstanding any termination of this Agreement the provisions which by their nature are intended to survive such termination will remain in full force and effect including, without limitation, clause 9 (Confidentiality).
  15. Notices
    1. Any notice given to a party under or in connection with this Agreement 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. save in respect of any notice to terminate this Agreement or in respect of service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution, shall be sent by email to (as applicable):
        1. the Supplier's e-mail address at hello@ad-signal.io; or
        2. the Customer's email address provided to the Supplier.
    2. Any notice shall be deemed to have been received:
      1. if delivered by hand, 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
      3. if sent by email, at the time of transmission or, if this time falls outside business hours, when business hours resume. In this clause 13.2.3, “business hours” means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
  16. Force Majeure
    1. Neither party shall be liable for any failure to perform any of its obligations under this Agreement insofar as the failure is due to an event beyond the reasonable control of either party including unpredictable adverse weather conditions, national industrial strikes, war, acts of God, acts of terrorism, floods, earthquakes, pandemics, epidemics or civil disturbance (a “Force Majeure Event”). Either party may, during the continuance of any Force Majeure Event, terminate this agreement by written notice to the other party if a Force Majeure Event occurs that affects all or a substantial part of the Services and which continues for more than 7 Business Days.
  17. General
    1. This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, arrangements, understandings or proposals (whether written or oral) of any nature between the parties relating to the subject matter of this Agreement. Save as expressly set out herein, neither party has relied on any statement or representation made by the other (whether innocently or negligently) in entering into this Agreement, and neither party shall have any liability for such statement or representation unless such statement or representation was made fraudulently.
    2. The Supplier reserves the right to vary this Agreement, from time to time. The Supplier shall provide written notice to the Customer of any variation to this Agreement.
    3. No failure or any delay by any 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 any further exercise of that or any other right or remedy.
    4. The rights, powers, privileges and remedies provided in this Agreement are: (i) cumulative (unless otherwise expressly provided under this Agreement) and (ii) are not exclusive of any other rights, powers, privileges and/or remedies provided by law.
    5. The Customer shall not assign, transfer, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement.
    6. The Supplier may, at any time, assign, transfer or subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement.
    7. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce, or to enjoy the benefit of, any term of this Agreement.
    8. Nothing in this Agreement is intended to, or shall be deemed to create or imply the existence of an agency, partnership or joint venture relationship between the parties. Neither party will hold itself out as agent or representative of the other nor having authority to act in the name of or otherwise bind the other party.
    9. The provisions contained in each clause of this Agreement are enforceable independently of each of the others and their validity will not be affected if any of the others are invalid. If some part of the provision were deleted, the provision in question will apply with such modification as may be necessary to make it valid. Neither party shall unreasonably withhold, delay or condition their agreement to such matters.
    10. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims) shall be governed by and will be construed in accordance with English law and each party irrevocably submits to the exclusive jurisdiction of the English Courts for all purposes relating to this Agreement (including non-contractual disputes or claims).
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