Evolution AI - Standard Terms & Conditions

1. Agreement Interpretation“Customer” refers to the individual or entity that has ordered the Services from Evolution AI Limited (“Evolution AI”), and that has signed the order form that accompanies and incorporates these Evolution AI terms and conditions. The term “order form” means the document signed by Evolution AI and Customer that incorporates these terms and conditions. The order form and these terms and conditions, and all documents referenced therein, collectively form the “Agreement”. The “Services” comprise the subscription services and any support services provided by Evolution AI to Customer under this Agreement (including but not limited to any software applications contained therein), as described in the order form and the Evolution AI website as notified to Customer by Evolution AI from time to time. The “Documentation” refers to the documents made available to Customer by Evolution AI from time to time that sets out a description of the Services and the user instructions for the Services. “Authorised Users” means those employees, agents and independent contractors of Customer who are authorised to use the Services in accordance with this Agreement. “User Subscription” means the user subscriptions purchased by Customer pursuant to this Agreement, which entitle Authorised Users to access and use the Services and Documentation. “Customer Data” means the data inputted by Customer, Authorised Users, or Evolution AI on Customer’s behalf for the purpose of using the Services or facilitating Customer’s use of the Services.2. Agreement CreationEvolution AI and Customer agree to the terms of the Agreement by signing the order form that these terms and conditions accompany.3. Supply of ServicesEvolution AI will provide the Services set out in the order form that these terms and conditions accompany.4. Agreement DurationSubject to clause 5, this Agreement shall apply for the Initial Subscription Period, and thereafter shall be automatically renewed on a rolling basis for further Renewal Periods. The duration of the Initial Subscription Period and Renewal Period are set out in the order form. Together, the Initial Subscription Period and any Renewal Period constitute the “Subscription Term”.If the Agreement is cancelled before an Initial Subscription Period or Renewal Period (as the case may be) elapses, Customer must still pay the full amount of fees that would have been payable for the provision of the Services for the duration of the Initial Subscription Period or Renewal Period, had the Agreement not been cancelled.The Agreement will not automatically renew for a Renewal Period if either party gives the other party two weeks’ written notice prior to the commencement of that Renewal Period. In the case of such notice the Agreement will continue to the end of the Renewal Period or Initial Subscription Period in which the notice was served (as applicable), but not roll over for another Renewal Period.5. TrialIf the order form specifies that the Services are to be provided on a trial basis, then this Agreement shall apply for the trial period specified in the order form, and thereafter shall automatically renew for an Initial Subscription period and further Renewal Periods in accordance with clause 4.An Initial Subscription Period shall not commence immediately after the end of the trial period if either party gives the other party two weeks’ written notice prior to the commencement of the Initial Subscription Period.6. Charges and Payment MethodCustomer shall pay all the fees set out in the order form, to Evolution AI.All amounts invoiced shall be paid by Customer within 14 days of receipt of such invoice.All amounts and fees stated or referred to in this Agreement: (a) shall be payable in pound sterling; (b) are, subject to the terms of this Agreement, non-cancellable and non-refundable; and (c) are exclusive of value added tax, which shall be added to Evolution AI’s invoices at the appropriate rate.If, at any time whilst using the Services, Customer exceeds the amount of disk storage space specified in the Documentation, Evolution AI shall charge Customer, and Customer shall pay, Evolution AI’s then current excess data storage fees. Evolution AI’s excess data storage fees as of the date of this Agreement are set out in the order form.7. Failure to PayIf Customer fails to pay any amount due under this Agreement on time, Evolution AI may immediately: (a) without liability to Customer, disable Customer’s password, account and access to all or part of the Services and Evolution AI shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) at its discretion charge Customer interest on the overdue amount at an interest rate equal to four per cent over the Bank of England base rate.8. ConfidentialityEach party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. Each party will use and disclose the Confidential Information only in relation to its obligations in this Agreement, and subject to the terms of the Agreement. In this Agreement, “Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such or identified as such in this Agreement.For the purposes of this Agreement, 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.Evolution AI acknowledges that Customer Data, including any personal data contained in Customer Data, is the Confidential Information of Customer. Customer acknowledges that the details of the Services, and the results of any performance tests of the Services constitutes Evolution AI’s Confidential Information.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 the terms of this Agreement. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.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.Upon termination or cancellation of the Agreement, each party must return, or at the discretion of the other party, delete or destroy all Confidential Information in its possession or control. The provisions of this clause shall survive termination of this Agreement however arising.9. SetupSubject to any provisions in the order form, this Agreement does not include any setup and installation of the Services.10. Support ServicesAny support services are specified in the order form.11. Interruptions to the ServiceEvolution AI will use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except in cases of planned maintenance.Customer acknowledges that: (a) interruptions as a result of third party suppliers to Evolution AI are beyond Evolution AI’s control; and (b) the Services may occasionally be interrupted due to technical difficulties.Evolution AI will use reasonable efforts to remedy interruptions to the Services as soon as reasonably practical.12. User SubscriptionsSubject to Customer purchasing the User Subscriptions in accordance with this Agreement, Evolution AI grants to Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services during the Subscription Term solely for Customer’s internal business operations.The number of User Subscriptions granted under this Agreement are set out in the order form. Customer may from time to time during the Subscription Term purchase additional User Subscriptions for an additional fee, subject to the agreement of Evolution AI and the terms of the Agreement. The fees for any such additional User Subscriptions shall be paid in accordance with clause 6.Customer undertakes that: (a) the maximum number of Authorised Users that it allows 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 Subscriptions 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) it shall maintain a written, up to date list of current Authorised Users and provide such list to Evolution AI within five Business Days of Evolution AI’s written request at any time or times; and (d) each Authorised User shall keep a secure password for his use of the Services, to be changed on a regular basis but no less than every three months.Customer shall permit Evolution AI to audit the Services in order to establish the name and password of each Authorised User. If any such audits reveal that any password has been provided to any individual who is not an Authorised User, then Customer shall promptly disable such passwords. If any such audits reveal that Customer has underpaid the fees due in accordance with this Agreement, Evolution AI reserves the right to invoice Customer an amount equal to such underpayment and Customer hereby agrees to pay the balance of that invoice in accordance with the invoicing terms set out in clause 6 above.Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and shall promptly notify Evolution AI in the event of any such access.The rights granted under this clause are granted to Customer only and shall not be considered granted to any subsidiary or holding company of Customer.13. Acceptable UseCustomer shall not access, store, distribute or transmit any viruses (whether in the form of software, code, file, programme or otherwise) or any material during the course of its use of the Services that is (a) unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) in a manner that is otherwise illegal or causes damage or injury to any person or property.Evolution AI reserves the right to disable Customer's access to any material that breaches the provisions of this clause.14. Data RightsOwnership of Customer Data remains with Customer. Customer has sole responsibility for the legality, reliability, integrity, accuracy and quality of Customer Data.15. PrivacyEvolution AI shall comply with its Privacy and Security Policy relating to the privacy and security of Customer Data.If Evolution AI receives from Customer or otherwise processes any personal data on behalf of Customer, Evolution AI agrees that it shall: (a) acquire no rights or interest in the personal data; (b) only process the personal data in accordance with this Agreement and any written instructions of Customer; (c) return or delete such personal data to Customer on demand and in any case upon the termination or cancellation of the Agreement in accordance with this Agreement; (d) take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage; (e) not transfer any of the personal data outside the European Economic Area except with the prior written consent of Customer and in accordance with any additional terms Customer may impose on such transfer; (f) only use a sub-processor with the consent of Customer and, where such consent is given, ensure the same obligations set out in this clause apply to that sub-processor; and (g) if requested, assist Customer to comply with subject access requests or data protection impact assessments.Customer is responsible for its own compliance with privacy law. Without prejudice to the foregoing: (a) Customer shall ensure that Customer is entitled to transfer the relevant personal data to Evolution AI so that Evolution AI may lawfully use, process and transfer the personal data in accordance with this Agreement on Customer's behalf; and (b) Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation.16. BackupEvolution AI performs data backups in accordance with its internal archiving procedures (as amended from time to time). In the event of any loss or damage to Customer Data, Customer's sole and exclusive remedy shall be for Evolution AI to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest available backup of Customer Data maintained by Evolution AI.Evolution AI 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 Evolution AI to perform services related to Customer Data maintenance and back-up).17. Warranties and DisclaimersEvolution AI warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.EVOLUTION AI UNDERTAKES THAT THE SERVICES WILL BE PERFORMED SUBSTANTIALLY IN ACCORDANCE WITH THE DOCUMENTATION AND WITH REASONABLE SKILL AND CARE. THIS UNDERTAKING DOES NOT APPLY TO THE EXTENT OF ANY NON-CONFORMANCE WHICH IS CAUSED BY USE OF THE SERVICES CONTRARY TO EVOLUTION AI’S INSTRUCTIONS, OR MODIFICATION OR ALTERATION OF THE SERVICES BY ANY PARTY OTHER THAN EVOLUTION AI OR EVOLUTION AI'S DULY AUTHORISED CONTRACTORS OR AGENTS. IF THE SERVICES DO NOT CONFORM WITH THE FOREGOING UNDERTAKING, EVOLUTION AI WILL, AT ITS EXPENSE, USE ALL 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 THIS CLAUSE.  NOTWITHSTANDING THE FOREGOING, EVOLUTION AI: (A) DOES NOT WARRANT THAT THE CUSTOMER'S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; OR THAT THE SERVICES, DOCUMENTATION AND/OR THE INFORMATION OBTAINED BY THE CUSTOMER THROUGH THE SERVICES WILL MEET THE CUSTOMER'S REQUIREMENTS; (B) EMPHASISES, AND THE CUSTOMER ACCEPTS, THAT THE PRODUCTS OFFERED BY THE SUPPLIER ARE UNDERPINNED BY MACHINE LEARNING ALGORITHMS. ALL MACHINE LEARNING ALGORITHMS ARE ASSOCIATED WITH AN ERROR RATE, WHICH MAY NOT AT ALL TIMES BE ADEQUATE IN A GIVEN CUSTOMER USE-CASE, AND AS SUCH IT IS THE RESPONSIBILITY OF THE CUSTOMER TO DETERMINE THE ERROR RATE THAT ACCEPTABLE FOR THEIR CHOSEN USE CASE BEFORE DEPLOYING EVOLUTION AI’S PRODUCTS, WHICH IT HAS AMPLE OPPORTUNITY TO TEST BEFORE USAGE; AND (C) 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 AND DOCUMENTATION MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.This agreement shall not prevent Evolution AI from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.18. IndemnificationCustomer shall defend, indemnify and hold harmless Evolution AI against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Customer's use of the Services and/or Documentation, provided that: (a) Customer is given prompt notice of any such claim; (b) Evolution AI provides reasonable co-operation to Customer in the defence and settlement of such claim, at Customer's expense; and (c) Customer is given sole authority to defend or settle the claim.Evolution AI shall defend Customer, its officers, directors and employees against any claim that the Services or Documentation infringes any United Kingdom patent effective as of the date of this Agreement, copyright, trade mark, database right or right of confidentiality, and shall indemnify Customer for any amounts awarded against Customer in judgment or settlement of such claims, provided that: (a) Evolution AI is given prompt notice of any such claim; (b) Customer provides reasonable co-operation to Evolution AI in the defence and settlement of such claim, at Evolution AI's expense; and (c) Evolution AI is given sole authority to defend or settle the claim.In the defence or settlement of any claim, Evolution AI may procure the right for 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 two business days' notice to Customer without any additional liability or obligation to pay liquidated damages or other additional costs to Customer.In no event shall Evolution AI, its employees, agents and sub-contractors be liable to Customer to the extent that the alleged infringement is based on: (a) a modification of the Services or Documentation by anyone other than Evolution AI; (b) Customer's use of the Services or Documentation in a manner contrary to the instructions given to Customer by Evolution AI or otherwise contrary to the terms of this Agreement; or (c) Customer's use of the Services or Documentation after notice of the alleged or actual infringement from Evolution AI or any appropriate authority.The provisions in this clause 18 and clause 20 state Customer's sole and exclusive rights and remedies, and Evolution AI's (including Evolution AI's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.19. Proprietary Rights and RestrictionsCustomer acknowledges and agrees that Evolution AI and its licensors as applicable, own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this Agreement does not grant Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.Customer shall not: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services and/or Documentation (as applicable) in any form or media or by any means; (b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; (c) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; (d) use the Services and/or Documentation to provide services to third parties; (e) subject to clause 25, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; (f) disclose the results of any benchmarking (whether of the fees, Services or Service performance or otherwise) without Evolution AI’s prior written consent, this restriction being without prejudice to Evolution AI’s rights in clause 8; or (g) other than as permitted under this Agreement, attempt to obtain or assist third parties in obtaining, access to the Services and/or Documentation.20. Limitation of LiabilityNOTHING IN THIS AGREEMENT EXCLUDES EVOLUTION AI’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY EVOLUTION AI’S NEGLIGENCE OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION. EVOLUTION AI 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. EVOLUTION AI’S TOTAL AGGREGATE LIABILITY IN CONTRACT (INCLUDING IN RESPECT OF ANY INDEMNITIES IN THIS AGREEMENT), TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION OR OTHERWISE, ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THIS AGREEMENT SHAL BE LIMITED OT THE TOTAL SUBSCRIPTION FEES PAID FOR THE USER SUBSCRIPTIONS DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE. ANY DAMAGES IN CUSTOMER’S FAVOUR AGAINST EVOLUTION AI SHALL BE REDUCED BY ANY REFUND OR CREDIT RECEIVED BY CUSTOMER UNDER THIS AGREEMENT.EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN THIS AGREEMENT: (A) THE CUSTOMER ASSUMES SOLE RESPONSIBILITY FOR RESULTS OBTAINED FROM THE USE OF THE SERVICES AND FOR CONCLUSIONS DRAWN FROM SUCH USE; (B) EVOLUTION AI SHALL HAVE NO LIABILITY FOR ANY DAMAGE CAUSED BY ERRORS OR OMISSIONS OF ANY INFORMATION, INSTRUCTIONS OR SCRIPTS PROVIDED TO EVOLUTION AI BY THE CUSTOMER IN CONNECTION WITH THE SERVICES OR ANY ACTIONS TAKEN BY THE SUPPLIER AT THE CUSTOMER’S DIRECTION; 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 THE LAW, EXCLUDED; AND (C) THE SERVICES ARE PROVIDED TO THE CUSTOMER ON AN ‘AS IS’ BASIS.21. Agreement ChangesEvolution AI may change the Agreement by notifying Customer in writing with 30 days’ notice and the changes will take effect in the following Renewal Period.If Customer does not agree to the Agreement changes, Customer must cease using the Services before the next Renewal Period begins.22. Third Party ProvidersCustomer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Evolution AI makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between Customer and the relevant third party, and not Evolution AI. Evolution AI recommends that Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Evolution AI does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.23. CancellationEither party may terminate this Agreement immediately if the other commits a material breach of any term of this Agreement, and that breach is irremediable, or the breaching party fails to remedy that breach within a period of 20 days after being notified to do so.  Either party may terminate this Agreement with immediate effect if: (a) 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; (b) 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; (c) 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; (d) 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; (e) 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; (f) 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; (g) 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; (h) 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 this paragraph of clause 23; or (i) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. Any and all of the scenarios described in sub-clauses (a) to (i) of this clause 23 shall be deemed an “Insolvency Event”.Evolution AI may terminate the Agreement without giving reasons within two weeks of written notice.24. End of the AgreementUpon the termination of this Agreement for any reason: (a) all licences granted under this Agreement shall immediately terminate; (b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; (c) Evolution AI may destroy or otherwise dispose of any of Customer Data in its possession unless Evolution AI receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to Customer of the then most recent backup of Customer Data. Evolution AI shall use reasonable commercial endeavours to deliver the backup to Customer within 30 days of its receipt of such a written request, provided that Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). Customer shall pay all reasonable expenses incurred by Evolution AI in returning or disposing of Customer Data; and (d) 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.25. AssignmentCustomer shall not, without the prior written consent of Evolution AI, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Evolution AI may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.26. ConflictIf there is an inconsistency between any of these terms and conditions and the order form, the provisions in the order form shall prevail.27. Third party rightsThis 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 1999.28. Other ProvisionsThe governing law of the Agreement will be the laws of England and Wales, and parties submit to the exclusive jurisdiction of the courts of England and Wales for any proceedings under this Agreement.The parties may send communications to each other using the contact details set out in the order form.The parties enter the Agreement intending to be completely independent of each other, and not as a party to a joint venture, partnership or agency agreement.The parties will promptly execute and deliver such documents, perform such acts and do such things as may reasonably be required from time to time for the purpose of giving full effect to this Agreement.Each party shall notify the other immediately if they become subject to an Insolvency Event (as described in clause 23) or similar legal proceedings.                         This Agreement (together with the documents referred to in it and in the order form) constitutes the entire agreement between the parties and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.No variation of this Agreement will be effective unless it is in writing and signed by the parties (or their authorised representatives) or otherwise permitted in this Agreement.No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law will constitute a waiver of that or any other right or remedy, nor will 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 will prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right or remedy under this Agreement or by law is only effective if it is in writing.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.If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it will 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 will be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause will not affect the validity and enforceability of the rest of this Agreement.T&Cs