Terms and Conditions for the QuantCopy/Tactic Platform

Effective Day 18th May 2022

This QuantCopy Subscription Terms of Service ("
agreement") is entered into by and between QUANTCOPY GROWTH AI LIMITED trading as Tactic incorporated and registered in England and Wales with company number 11808232 whose registered office is at 2 Underwood Row London N1 7LQ, United Kingdom (hereinafter "Supplier", "QuantCopy" or “we”, “us” and “our”) and the entity or person placing an order for or accessing any Services ("Buyer" or "you"). If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this agreement on behalf of your company, and all references to "you" or "Buyer" reference your company.

Modifications to this Agreement: From time to time, QuantCopy may modify this agreement. Changes become effective immediately. QuantCopy will use reasonable efforts to notify Buyer of the changes through communications via Buyer's account, email or other means. Buyer may be required to click to accept or otherwise agree to a modified agreement before renewing a Term or entering into a new Order Form, and in any event continued use of the Services after the updated version of this agreement goes into effect will constitute Buyer's acceptance of such updated version. If QuantCopy specifies that changes to this agreement will take effect prior to Buyer's next renewal or order (such as for legal compliance or product change reasons) and Buyer objects to such changes, Buyer may terminate the applicable Term and receive as its sole remedy a refund of any fees Buyer has pre-paid for use of the applicable Services for the terminated portion of the Term.

  1. Interpretation

  1. The definitions and rules of interpretation in this clause apply in this agreement.

Authorised Users: those employees, agents and independent contractors of the Buyer who are authorised by the Buyer to use the Services and the Documentation, as further described in clause 2.2(c).

Authorized Use Limitation: the limitation on usage measured by the metric specified on the applicable Order Form.

Buyer Data: any data of any type that is submitted, uploaded, imported, or synced to the Platform by or on behalf of the Buyer (including from third party platforms).

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

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.6 or clause 10.7.

Controller, processor, personal data, and processing: as defined in the Data Protection Legislation.

Data Protection Legislation: the UK Data Protection Legislation and any European Union legislation relating to personal data, including the General Data Protection Regulation ((EU) 2016/679) (GDPR), the Privacy and Electronic Communications Directive 2002/58/EC, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the binding guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.

Documentation: any documentation on are accessible via the Platform, including instructional and guidance documents.

Effective Date: the Contract Start Date designated in Customer's first Order Form or, if no start date is so designated, the date on which the Customer first accesses the Platform.

Future Term: has the meaning given in clause 13.1.

Initial Term: one calendar month.

Normal Business Hours: 9.00 am to 6.00 pm local UK time, each Business Day.

Order Form: Ordering documents, online registration, order descriptions or order confirmations referencing this agreement.

Platform: a technological system solution for the analysis, automation and consequent optimisation of the sales function of the Buyers of the Supplier.

Renewal Period: the period described in clause 13.1.

Services: any services provided by the Supplier to the Buyer under this agreement and such services and operations as are necessary for the Supplier to maintain, operate and develop the Platform.

Software: the online software applications provided by the Supplier as part of the Services.

Subscription Fees: the subscription fees payable by the Buyer to the Supplier for the User Subscriptions.

Subscription Term: the set term designated on the Order Form over which the Supplier has agreed to provide Services to the Buyer.

Taxes: any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of the Supplier.

Term: the Initial Term, a Future Term, or the period from the Effective Date to the Contract End Date as designated in the applicable Order Form, in each case as the context requires.

UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK, including the UK Data Protection Act 2018 (DPA), the UK General Data Protection Regulation as defined by the DPA as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (together with the DPA, the UK GDPR), and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

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

  1. Clause and paragraph headings shall not affect the interpretation of this agreement.

  2. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

  3. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

  4. Unless the context otherwise requires, words in the singular shall include the plural and, in the plural shall include the singular.

  5. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

  6. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.

  7. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

  8. A reference to writing or written includes faxes but not e-mail.

  9. References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.

  1. Right to use the Platform

  1. Subject to clause 8.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Buyer a non-transferable right, without the right to grant sublicences, to use the Services and the Documentation during the Term solely for the Buyer's and buyer’s affiliates internal business operations.

  2. The Buyer undertakes that:

  1. the persons it authorises to access and use the Services and the Documentation shall be only authorised personnel of the Buyer and no other third party or external agent;

  2. each user of the Platform shall keep a secure password for his use of the Services and Documentation;

  3. it shall maintain a written, up to date list of personnel using the Platform and provide such list to the Supplier within 5 Business Days of the Supplier's written request at any time or times.

  1. The Buyer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Platform that:

  1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

  2. facilitates illegal activity;

  3. depicts sexually explicit images;

  4. promotes unlawful violence;

  5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

  6. is otherwise illegal or causes damage or injury to any person or property;

and the Supplier reserves the right, without liability or prejudice to its other rights to the Buyer, to disable the Buyer's access to any material that breaches the provisions of this clause.

  1. The Buyer shall not:

  1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:

  1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) on the Platform in any form or media or by any means; or

  2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software underpinning the Platform; or

  1. access all or any part of the Platform and Documentation in order to build a product or service which competes with it; or

  2. use the Platform to provide services to third parties; or

  3. subject to clause 20.1, 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, or

  4. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2.

  1. The Buyer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.

  2. The rights provided under this clause 2 are granted to the Buyer and its affiliates only, and shall not be considered granted to any subsidiary or holding company of the Buyer.

  1. Services

  1. The Supplier shall, during the Term, utilise the Platform to carry out its optimisation Services to the Buyer on and subject to the terms of this agreement.

  2. The Supplier shall use commercially reasonable endeavours to make the Platform available 24 hours a day, seven days a week, except for:

  1. planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and

  2. unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Buyer at least 6 Normal Business Hours' notice in advance.

  1. The Supplier will, as part of the Services provide the Buyer with the Supplier's standard support services during Normal Business Hours.

  2. The Buyer may purchase enhanced support services separately at the Supplier's then current rates.

  1. The Buyer data

  1. The Buyer shall own all right, title and interest in and to the Buyer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such data.

  2. The Supplier shall follow its archiving procedures for the Buyer Data and in the event of any loss or damage to the Buyer Data, the Buyer's sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged the Buyer Data from the latest back-up of such the Buyer Data maintained by the Supplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of the Buyer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to the Buyer Data maintenance and back-up).

Processing of Personal Data

  1. Both parties will comply with all applicable requirements of the Data Protection Legislation when processing any personal data pursuant to this agreement. If the Supplier processes any personal data on the Buyer's behalf when performing its obligations under this agreement (Personal Data), including as may be contained in the Buyer Data, the Buyer is the controller and the Supplier is the processor for the purposes of the Data Protection Legislation and the Parties shall comply with the terms of the Data Processing Addendum available [here], which are hereby incorporated into and form part of this agreement, which respect to the Personal Data.

  1. Third party providers

The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any third-party website, or any transactions completed, and any contract entered by the Buyer, with any third party.

  1. Supplier's obligations

  1. The Supplier undertakes that the Platform will be operated and maintained, and any Services performed, with reasonable skill and care.

  2. The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Platform contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. Notwithstanding the foregoing, the Supplier:

  1. does not warrant that access to the Platform will be uninterrupted or error-free; or that the Services will always meet the Buyer's requirements; and

  2. 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 Buyer acknowledges that the Platform may be subject to limitations, delays and other problems inherent in the use of such facilities.

  1. This agreement shall not prevent the Supplier from entering into similar agreements with third parties for access to the Platform, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement and/or the Platform.

  2. The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

  1. The Buyer's obligations

  1. The Buyer shall:

  1. without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;

  2. ensure that its personnel use the Platform and any associated Services in accordance with the terms and conditions of this agreement and shall be responsible for any breach of this agreement by any person;

  3. be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Platform, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Buyer's network connections or telecommunications links or caused by the internet;

  4. supply to Supplier any templates previously used, and any statistics on them (open rates, reply rates etc);

  5. not less than 4 weeks’ of leads and advise the Supplier on how many to be contacted via the Platform per day; and

  6. supply any relevant sales onboarding and/or training material for new representatives if and as necessary.

  1. Subject to applicable laws, the Supplier may (i) include the Buyer's name or the Buyer's Marks in a list of the Supplier's customers in any medium or in any link from the Platform to the Buyer's website, and (ii) refer to the Buyer, orally or in writing, as a customer of the Services for promotional, marketing, fundraising and financial reporting purposes.

  1. Fees

  1. All fees payable by the Buyer are set out in the applicable Order Form and will be paid by the Buyer within seven (7) days of invoice, unless otherwise specified in the applicable Order Form. The rates in the applicable Order Form are valid for the Initial Term and thereafter may be subject to an adjustment increase, unless otherwise specified in that Order Form. The Buyer is responsible for paying all Taxes, and all Taxes are excluded from any fees set out in the applicable Order Form. If the Buyer is required by law to withhold any Taxes from the Buyer's payment, the fees payable by the Buyer will be increased as necessary so that after making any required withholdings, the Supplier receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such withholdings been made. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.

  2. Overage. If Customer exceeds the Authorized Use Limitation at any time during a year, its yearly report shall constitute an order for such excess use, which shall be billed at the rates set forth in the applicable Order Form and remain in effect through the end of the then current Subscription Term. The Supplier shall issue an invoice to Customer for such overage. In no event may the billed quantity be lowered below the original number ordered in the applicable Order Form. If Customer disputes its yearly report, the parties will negotiate in good faith to agree the final amount of overage payable, if any.

  3. All amounts and fees stated or referred to in this agreement:

  1. shall be payable in pounds sterling;

  2. are non-cancellable and non-refundable;

  1. Proprietary rights

  1. The Buyer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Platform and any and all associated or related Services and/or Documentation and that except as expressly stated herein, this agreement does not grant the Buyer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade-marks (whether registered or unregistered), or any other rights or licences in respect of the Platform the Services or the Documentation and/or to any of the learnings, analyses or other products that arise out of the operation or use of the Platform for the purposes of this agreement.

  2. The Supplier confirms that it has all the rights in relation to the Platform and the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

  3. For the avoidance of any doubt and notwithstanding anything that may appear to be to the contrary in this agreement, the Supplier shall at times both during and after any the Term, be entitled to access, retain and otherwise utilise any and all data, information and/or materials that are generated by the Buyer and/or by the operation of the Platform on the Buyer’s behalf, in accordance with this agreement.

  1. 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 restriction on disclosure; or

  4. is independently developed by the receiving party, which independent development can be shown by written evidence.

  1. 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 the implementation of this agreement.

  2. 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.

  3. 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 10.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

  4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

  5. The Supplier acknowledges that the Buyer Data is the Confidential Information of the Buyer.

  6. The above provisions of this clause 10 shall survive termination of this agreement, however arising.

  1. Indemnity

  1. The Buyer shall defend, indemnify and hold harmless the Supplier 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 the Buyer's improper use of the Platform provided that:

  1. the Buyer is given prompt notice of any such claim;

  2. the Supplier provides reasonable co-operation to the Buyer in the defence and settlement of such claim, at the Buyer's expense; and

  3. The Buyer is given sole authority to defend or settle the claim.

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

  1. the Supplier is given prompt notice of any such claim;

  2. The Buyer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and

  3. the Supplier is given sole authority to defend or settle the claim.

  1. In the defence or settlement of any claim, the Supplier may procure the right for the Buyer to continue using the Platform, replace or modify the Platform so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days' notice to the Buyer without any additional liability or obligation to pay liquidated damages or other additional costs to the Buyer.

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

  1. a modification of the Platform or Services or Documentation by anyone other than the Supplier; or

  2. The Buyer's use of the Platform in a manner contrary to the instructions given to the Buyer by the Supplier or in a manner which could reasonably give rise to the claim; or

  3. The Buyer's use of the Platform after notice of the alleged or actual infringement from the Supplier or any appropriate authority.

  1. Subject to clause 12.2, the foregoing and clause 12.3(b) state the Buyer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

  1. Limitation of liability

  1. Except as expressly provided in this agreement and subject to clause 12.2:

  1. the Buyer assumes sole responsibility for results obtained from use of the Platform, and for conclusions drawn from such use and the Supplier shall have no liability for any damage caused by errors or omissions in any information or instructions or scripts provided to the Supplier by the Buyer in connection with Platform, or any actions taken by the Supplier at the Buyer's direction (including any actions that may lead to allegations or claims relating to data scraping);

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

  3. access to and use of the Platform are provided to the Buyer on an "as is" basis.

  1. Nothing in this agreement excludes, excuses or limits the liability of the Supplier:

  1. for death or personal injury caused by the Supplier's negligence; or

  2. for fraud or fraudulent misrepresentation.

  1. Subject to clause 12.1 and clause 12.2:

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

  2. the Supplier's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Fees paid by the Buyer during the 6 months immediately preceding the date on which the claim arose.

  1. Term and termination

  1. This agreement shall commence on the Effective Date and shall, unless otherwise terminated as provided in this clause 13, continue for the Initial Term and, thereafter, until the Contract End Date designated in the applicable Order Form or, if no end date is so designated, this agreement will automatically renew for successive one-month periods (each a Future Term), unless:

  1. either party notifies the other party of termination, in writing, either (i) at least 5 days before the end of the Initial Term or any Future Term or (ii) at least 30 days before the Contract End Date designated in the applicable Order Form, in which case this agreement shall terminate upon the expiry of the applicable Term; or

  2. otherwise terminated in accordance with the provisions of this agreement.

  1. 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 14 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 4 days after being notified in writing to do so;

  3. the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

  4. 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, as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;

  5. 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;

  6. 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;

  7. 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;

  8. 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;

  9. 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;

  10. 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.

  1. On termination of this agreement for any reason:

  1. all licences and/or consents granted under this agreement shall immediately terminate and the Buyer shall immediately cease all use of the Platform;

  2. each party shall return and make no further use of any Confidential Information (and all copies) belonging to the other party;

  3. the Supplier may destroy or otherwise dispose of any of the Buyer’s Data in its possession unless it receives, no later than 30 days after the effective date of the termination of this agreement, a written request for the delivery of the then most recent back-up of the Buyer Data to the Buyer; and

  4. 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.

  1. Force majeure

Neither party shall have any liability to the other party under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the other party is notified of such an event and its expected duration.

  1. Variation

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

  1. Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

  1. Rights and remedies

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

  1. Severance

  1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

  2. If any provision or part-provision of this agreement is deemed deleted under clause 18.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

  1. Entire agreement

  1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

  2. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

  1. Assignment

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

  2. The Supplier 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.

  1. No partnership or agency

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

  1. Third party rights

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

  1. Notices

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

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

  1. Governing law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

  1. Jurisdiction

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

This agreement has been entered into on the date stated at the beginning of it.