ULUGURU LTD

WEBSITE PORTAL TERMS AND CONDITIONS



These Website Portal Terms and Conditions (Terms) were published on 24/04/19.

Katherine Colby Hydrologists Limited (Company No. 10266262) of 8 Castlemead Road, Rodborough, Stroud, Gloucester, United Kingdom GL5 3SF (Supplier) has developed mobile application software (App) that allows the mapping, logging and collating of Customer Data by end user subscribers of the App whilst out in the field. Copies of the Supplier's end-user licence agreement in respect of the App can be found at www.naturalfloodmanagementapp.com/app/termsandconditions.

The Supplier has also developed a software application which allows end user subscribers of the App to access, view and download the Customer Data from the Supplier's website at www.naturalfloodmanagementapp.com

The Customer wishes to use the subscribed service, as hosted by the Supplier, and the Supplier has agreed to provide and the Customer has agreed to take and pay for the Subscribed Service subject to these Terms.


1 Definitions and interpretation
1.1 The following definitions and rules of interpretation in this clause shall apply to the Agreement:
Acceptable Use Policy: the Supplier's policy, if any, on acceptable use of the Subscribed Service (as updated by the Supplier from time to time).
Application: means the software or applications used by or on behalf of the Supplier to provide the Subscribed Service.
Authorised Users: means, in respect of the Subscribed Service, the named users authorised by the Customer to use that Subscribed Service in accordance with the terms of the Agreement.
Business Days: means a day other than a Saturday, Sunday or bank or public holiday in England.
Customer Data: means any data that is created, mapped or logged by the Customer whilst using the App which is then uploaded or hosted onto any part of the Subscribed Service.
Customer Systems: means all software and systems used by or on behalf of the Customer or any Authorised User in connection with the provision or receipt any the Subscribed Service or that the Subscribed Service otherwise links, inter-operates or interfaces with or utilises.
Effective Date: means the date of the Agreement.
Force Majeure: means an event or sequence of events beyond a party's reasonable control preventing or delaying it from performing its obligations under the Agreement (providing that an inability to pay is not Force Majeure), including any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet.
Intellectual Property Rights: means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, utility models, domain names and all similar rights and, in each case, whether registered or not, including any applications to protect or register such rights, including all renewals and extensions of such rights or applications, whether vested, contingent or future and wherever existing.
Normal Business Hours: means 9.00PM to 5.00PM local UK time, each Business Day.
Order Acceptance: means the effective date of the Order.
Order: means the electronic or physical form ordering the Subscribed Service entered into by or on behalf of the Customer and the Supplier, incorporating the Terms and the Agreement.
Permitted Downtime: means (a) scheduled maintenance which the Supplier shall use reasonable endeavours to undertake from 2AM to 6AM (UK time); (b) emergency maintenance; or (c) downtime caused in whole or part by Force Majeure.
Permitted Purpose: means use solely for the Customer's operations in accordance with the Agreement. Permitted Purpose expressly excludes: copying, distributing, modifying, selling, licensing or in any way commercially exploiting any part of the Subscribed Service; combining or merging or permitting the Subscribed Service to become incorporated into any other program or service or arranging or creating derivative works based on it; or attempting to reverse engineer or test the functioning of or decompile the Application or the Services.
Pricing Terms: means the details of pricing and fees in respect the Services, as initially provided under the Order and updated from time to time or, in respect of any part of the Services for which prices are not expressly agreed, on the Supplier's standard Pricing Terms.
Purchased Authorised User Accounts: means, in respect of the Subscribed Service, the number of Authorised Users who may use the Subscribed Service as set out in the Order.
Service Hours: means 24 hours a day, seven days a week excluding Permitted Downtime.
Services: means the Subscribed Services and the Support Services.
Subscribed Service: means the cloud service to which the Customer has subscribed, as set out in the Order.
Subscribed Service Period: means in respect of the Subscribed Service, the duration during which the Subscribed Service is to be provided.
Subscription Fees: means the fees payable by the Customer to the Supplier in consideration of the Subscribed Service, in accordance with clause 7.
Supplier's Confidential Information: means all information (whether in oral, written or electronic form) relating to the Supplier's business which may reasonably be considered to be confidential in nature including information relating to the Supplier's technology, know-how, Intellectual Property Rights, assets, finances, strategy, products and customers. All information relating to the Pricing Terms any other technical or operational specifications or data relating to the Subscribed Service shall be part of the Supplier's Confidential Information.
Supplier's Standard Pricing Terms: means the Supplier's standard pricing terms for the Service, as amended by the Supplier from time to time.
Support Services: means the support services provided by the Supplier to the Customer as described in the Support Services Policy.
Support Services Policy: the Supplier's policy for providing support in relation to the Subscribed Service as made available at www.naturalfloodmanagementapp.com or such other website address as may be notified to the Customer from time to time.
Third-Party Data: means any third-party data, other than Customer Data, made available by the Supplier to the Customer as part of the Subscribed Service.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of the Agreement.
1.3 A person includes an individual, corporate or unincorporated body. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other genders.
1.5 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 and shall include all subordinate legislation made as at the date of the Agreement under that statute or statutory provision.
1.6 A reference to writing or written includes e-mail.
1.7 Each Order entered into by the Customer shall form a separate agreement incorporating these Terms (Agreement).
2 Rights of use
2.1 Upon Order Acceptance and subject to the terms of the Agreement, the Supplier grants the Customer a non-exclusive, non-transferable, personal right to:
2.1.1 use the Subscribed Service during Service Hours; and
2.1.2 copy and use the Documentation as strictly necessary for its use by Authorised Users of the Subscribed Service,
during the Subscribed Service Period for the Permitted Purpose.
2.2 The Customer acknowledges that use of the Subscribed Service is at all times subject to the Customer's compliance with the Agreement.
2.3 The Customer acknowledges that the Services do not include any services, systems or equipment required to access the internet or dedicated data back up or disaster recovery facilities.
3 Authorised Users
3.1 The Customer shall ensure that only Authorised Users use the Subscribed Service and that such use is at all times in accordance with the Agreement. The Customer shall ensure that Authorised Users are, at all times whilst they have access to the Subscribed Service, the employees or contractors of the Customer.
3.2 The Customer shall keep a list of all Authorised Users and shall notify the Supplier within two Business Days if any updates to any list of Authorised Users are made or required, including when Authorised Users cease to be employed or engaged by a relevant entity such that they are no longer entitled to be Authorised Users.
3.3 The Customer shall ensure that the number of Authorised Users for the Subscribed Service do not exceed the number of Purchased Authorised User Accounts for the Subscribed Service at any time. The Customer is entitled to remove one individual as an Authorised User and replace them with another individual in accordance with the terms of the Agreement, but Authorised User accounts cannot be shared or used by more than one individual at the same time.
3.4 Without prejudice to any other right or remedy of the Supplier, in the event the Customer is in breach of clause 3.3 then:
3.4.1 the warranties in clause 8.1 shall cease to apply for the duration of the period during which the Customer is in breach of clause 3.3; and
3.4.2 the Customer shall be liable to pay for the number of Authorised Users above the number of Purchased Authorised User Accounts for the Subscribed Service for the relevant period during which infringement occurred in accordance with the Supplier's Standard Pricing Terms.
3.5 The Customer shall:
3.5.1 be liable for the acts and omissions of the Authorised Users as if they were its own;
3.5.2 be liable for the acts and omissions of the Authorised Users as if they were its own;
3.5.3 procure that each Authorised User is aware of, and complies with, the obligations and restrictions imposed on the Customer under the Agreement, including all obligations and restrictions relating to the Supplier's Confidential Information.
3.6 The Customer warrants and represents that it, and all Authorised Users and all others acting on its or their behalf (including systems administrators) shall, keep confidential and not share with any third party their password or access details for any Subscribed Service.
3.7 The Customer shall (and shall ensure all Authorised Users shall) at all times comply with the Acceptable Use Policy and all other provisions of the Agreement.
3.8 If any password has been provided to an individual that is not an Authorised User, the Customer shall, without delay, disable any such passwords and notify the Supplier immediately.
3.9 Clauses 3.5 to 3.8 (inclusive) shall survive termination or expiry of the Agreement.
4 Indemnity
4.1 The Customer shall indemnify, keep indemnified and hold harmless the Supplier from and against any losses, claims, damages, liability, costs (including legal and other professional fees) and expenses incurred by it as a result of the Customer's breach of the Agreement.
5 Support
5.1 Support Services shall be available for the Subscribed Service to the Customer for the duration of the Subscribed Service Period, to the extent and in the manner specified in the Support Services Policy.
5.2 The Supplier shall, during the Subscribed Service Period, use commercially reasonable endeavours to make the Subscribed Service available 24 hours a day, seven days a week, except during periods of Permitted Downtime.
5.3 The Supplier will use reasonable endeavours to notify the Customer in advance of any planned maintenance but the Customer acknowledges that it may receive no advance notification for downtime caused by Force Majeure or for unscheduled or other emergency maintenance.
6 Changes to services and terms
6.1 The Customer acknowledges that the Supplier shall be entitled to modify the features and functionality of the Subscribed Service. The Supplier shall use reasonable endeavours to ensure that any such modification does not materially adversely affect the use of the Subscribed Service by the Supplier's customers generally.
6.2 The Supplier may, without limitation to the generality of this clause 6.2, establish new limits on the Subscribed Service (or any part), including limiting the volume of data which may be used, stored or transmitted in connection with the Subscribed Service.
7 Fees
7.1 The Subscription Fees and any other charges (including expenses) shall be paid by the Customer at the rates and in the manner described in the Supplier's Standard Pricing Terms.
7.2 The Customer shall on the Effective Date provide the Supplier with valid and up-to-date credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details. If the Customer provides:
7.2.1 its credit card details to the Supplier, the Customer authorises the Supplier to bill such credit card on the Effective Date for the Subscription Fees payable in respect of the Subscribed Service Period;
7.2.2 its approved purchase order information to the Supplier, the Supplier shall invoice the Customer on the Effective Date for the Subscription Fees payable in respect of the Subscribed Service Period and the Customer shall pay each invoice within 30 days of the date of such invoice.
7.3 If the Supplier has not received payment within 30 days of the due date:
7.3.1 the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all of part of the Subscribed Service and the Supplier shall be under no obligation to provide any or all of the Subscribed Service while the invoice(s) concerned remain unpaid; and
7.3.2 interest shall accrue at on a daily basis on such due amount(s) at an annual rate of 4% per year above the base rate of the Bank of England, from the date when payment of the invoice becomes due for payment up to and including the date of actual payment whether before or after judgement.
7.4 All Subscription Fees shall be payable in pounds sterling and are exclusive of VAT, which shall be added to the Supplier's invoice(s) at the appropriate rate.
7.5 The Supplier shall be entitled to increase the Subscription Fees at any time by notice to the Customer provided that the Supplier shall not be entitled to increase the Fees on less than six weeks' prior notice or more than once every 12 months.
7.6 To the extent the Agreement terminates or expires (other than due to termination by the Customer under clauses 17.3), the Customer shall not be entitled to any refund or discount of the Subscription Fees paid for any parts of any month during which the Subscribed Service ceases to be provided.
8 Warranties
8.1 Subject to the remainder of this clause 8, the Supplier warrants that:
8.1.1 the Subscribed Service shall operate materially in accordance with its Description when used in accordance with the Agreement under normal use and normal circumstances during the relevant Subscribed Service Period; and
8.1.2 it will provide the Subscribed Service with reasonable care and skill.
8.2 The Subscribed Service might be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties. The Customer acknowledges that such risks are inherent in cloud services and that the Supplier shall have no liability for any such delays, interruptions, errors or other problems.
8.3 If there is a breach of any warranty in clause 8.1 the Supplier shall at its option use reasonable endeavours to repair or replace the Subscribed Service within a reasonable time or (whether or not it has first attempted to repair or replace the Subscribed Service) refund the Subscription Fees for the impacted Subscribed Service which were otherwise payable for the period during which the Supplier was in breach of any such warranty.
8.4 The warranties in clause 8.1 are subject to the limitations set out in clause 14 and shall not apply to the extent that any error in the Subscribed Service arises as a result of:
8.4.1 incorrect operation or use by the Customer or any Authorised User;
8.4.2 use of the Subscribed Service other than for the Permitted Purpose;
8.4.3 use of any Subscribed Service with other software or services or on equipment with which it is incompatible;
8.4.4 any act by any third party (including hacking or the introduction of any virus or malicious code);
8.4.5 any modification of Subscribed Service (other than that undertaken by the Supplier or at its direction); or
8.4.6 any breach of the Agreement by the Customer (or Authorised User).
8.5 Other than as set out in this clause 8, and subject to clause 14.2.4, all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.
9 Customer's responsibilities
9.1 The Customer shall (and shall ensure all Authorised Affiliates and Authorised Users shall) at all times comply with all applicable laws relating to the use or receipt of the Services, including laws relating to privacy, data protection and use of systems and communications.
10 Intellectual property
10.1 All Intellectual Property Rights in and to the Subscribed Service (including in all Applications and Documentation) belong to and shall remain vested in the Supplier or the relevant third party owner and the Customer and any Authorised User shall not acquire in any way any title, rights of ownership or Intellectual Property Rights of whatever nature in the Subscribed Service (or any part including the Applications or Documentation) and no Intellectual Property Rights of either party are transferred or licensed as a result of the Agreement.
10.2 To the extent that the Customer acquires any Intellectual Property Rights in the Applications, Documentation or any other part of the Subscribed Service, the Customer shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee to the Supplier or such third party as the Supplier may elect. The Customer shall execute all such documents and do such things as the Supplier may consider necessary to give effect to this clause 10.1.
10.3 The Customer and Authorised Users may be able to store or transmit Customer Data using the Subscribed Service and the Subscribed Service may interact with Customer Systems. The Customer hereby grants a royalty-free, non-transferable, non-exclusive licence for the Supplier to use, copy and otherwise utilise the Customer Data and Customer Systems to the extent necessary to perform or provide the Services or to exercise or perform the Supplier's rights, remedies and obligations under the Agreement.
10.4 The Customer shall not either during the Subscribed Service Period or afterwards permit or cause to occur any infringement of any Intellectual Property Rights covered by this clause 10. Where the Customer either suspects or is aware of any such infringement, it shall be under a duty to inform the Supplier of such breach immediately.
10.5 This clause 10 shall survive the termination or expiry of the Agreement.
11 Customer Systems and Customer Data
11.1 Customer Data shall at all times remain the property of the Customer or its licensors.
11.2 Except to the extent the Supplier has direct obligations under data protection laws, the Customer acknowledges that the Supplier has no control over any Customer Data hosted as part of the provision of the Subscribed Service and may not actively monitor or have access to the content of the Customer Data. The Customer shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Customer Data and that its use complies with all applicable laws and Intellectual Property Rights.
11.3 If the Supplier becomes aware of any allegation that any Customer Data may not comply with any other part of the Agreement, the Supplier shall have the right to permanently delete or otherwise remove or suspend access to any Customer Data which is suspected of being in breach from the Subscribed Service and/or disclose Customer Data to law enforcement authorities (in each case without the need to consult the Customer). Where reasonably practicable and lawful the Supplier shall notify the Customer before taking such action.
11.4 The Supplier routinely undertakes regular backups of the Subscribed Service (which may include Customer Data) for its own business continuity purposes. The Customer acknowledges that such steps do not in any way make the Supplier responsible for ensuring the Customer Data does not become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, the Supplier shall not be responsible for any loss of availability of, or corruption or damage to, any Customer Data.
11.5 Unless otherwise set out in the Order or subsequently agreed by the parties in writing, the Customer hereby instructs that the Supplier shall within 60 days of the end of the provision of the Subscribed Service securely dispose of such Customer Data processed in relation to the Services (or any part) which have ended (and all existing copies of it) except to the extent that any applicable laws require the Supplier to store such Customer Data. The Supplier shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any such Customer Data undertaken in accordance with the Agreement.
12 Third-Party Data
12.1 The Customer acknowledges that the Subscribed Service may enable it to access and/or download Third-Party Data and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of such Third-Party Data. The Supplier does not endorse or approve any Third-Party Data made available as part of the Subscribed Service.
13 Monitoring compliance
13.1 During the Service Period and for seven years thereafter the Customer shall maintain full and accurate records relating to Authorised Users' and the Customer's use of the Subscribed Service under the Agreement.
13.2 The Customer shall allow the Supplier access to its premises to inspect use of the Subscribed Service and audit (and take copies of) the relevant records of the Customer to the extent necessary to verify that the Customer is in compliance with its obligations under the Agreement.
14 Limitation of liability
14.1 The extent of the Supplier's liability under or in connection with the Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation or under any indemnity) shall be as set out in this clause 14.
14.2 Except as expressly provided for in the Agreement:
14.2.1 the Customer assumes sole responsibility for results obtained from the use of the Subscribed Service and the Documentation by the Customer, and for conclusions drawn from such use;
14.2.2 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 the Agreement;
14.2.3 the Subscribed Service and the Documentation are provided to the Customer on an “as-is” basis; and
14.2.4 Nothing in the Agreement excludes the liability of the Supplier for death or personal injury caused by the Supplier's negligence or for fraud or fraudulent misrepresentation.
14.3 Subject to clause 14.1 and 14.2:
14.3.1 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 profit, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, loss of corruption of software or systems, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Agreement; and
14.3.2 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 of the Agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.
15 Suspension
15.1 The Supplier may suspend access to the Subscribed Service to all or some of the Authorised Users if the Supplier suspects that there has been any misuse of the Subscribed Service or breach of the Agreement or the Customer fails to pay any sums due to the Supplier by the due date for payment.
15.2 Where the reason for the suspension is suspected misuse of the Subscribed Service or breach of the Agreement, without prejudice to its rights under clause 17, the Supplier will take steps to investigate the issue and may restore or continue to suspend access at its discretion.
15.3 In relation to suspensions under clause 15.1, access to the Subscribed Service will be restored promptly after the Supplier receives payment in full and cleared funds.
15.4 The Subscription Fees shall remain payable during any period of suspension notwithstanding that the Customer or some or all of the Authorised Users may not have access to the Subscribed Service.
16 Renewals
16.1 Unless the Order specifies otherwise, on expiry of the Subscribed Service Period indicated in the Order the Subscribed Service Period shall continue and automatically renew for a further period of twelve months (first Renewal Date) and thereafter renew for a further period of twelve months on each anniversary of the first Renewal Date (each of the first Renewal Date and each such anniversary being a Renewal Date).
16.2 If either party wishes for the Subscribed Service Period to expire on the next Renewal Date, it may cause the Subscribed Service to expire on that Renewal Date by notice provided such notice is served at least 45 days prior to that Renewal Date. If notice is not served within the timeframes set out in this clause 16.2, the Subscribed Service shall renew at the next Renewal Date in accordance with clause 16.1.
17 Term and termination
17.1 The Agreement shall come into force on Order Acceptance and, unless terminated earlier in accordance with its terms, shall continue for the Subscribed Service Period.
17.2 The Supplier may terminate the Agreement or the provision of the Subscribed Service for convenience on not less than 30 days' prior written notice to the Customer.
17.3 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving notice in writing to the other party if:
17.3.1 the other party commits a material breach of the Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
17.3.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
17.3.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
17.3.4 the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.
17.4 Without affecting any other right or remedy available to it, the Supplier may terminate the Agreement with immediate effect by giving written notice to the Customer if:
17.4.1 the Customer fails to pay any amount due under the Agreement on the due date for payment; or
17.4.2 there is a change of control of the Customer.
18 Consequences of termination
18.1 Immediately on termination or expiry of the Agreement (for any reason), the rights granted by the Supplier under the Agreement shall terminate and the Customer shall (and shall procure that each Authorised User shall):
18.1.1 stop using the Subscribed Service; and
18.1.2 destroy and delete or, if requested by the Supplier, return any copies of the Documentation in its possession or control (or in the possession or control of any person acting on behalf of any of them).
18.2 Termination or expiry of the Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of the Agreement that is expressly or by implication intended to continue beyond termination.
19 Entire agreement
19.1 The Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.
19.2 Each party acknowledges that it has not entered into the Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Agreement.
20 Notices
20.1 Any notice or other communication given by a party under the Agreement shall be:
20.1.1 in writing and in English;
20.1.2 signed by, or on behalf of, the party giving it (except for notices sent by email); and
20.1.3 sent to the relevant party at the address set out in clause 20.3.
20.2 Notices may be given, and are deemed received:
20.2.1 by hand: on receipt of a signature at the time of delivery;
20.2.2 by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;
20.2.3 by email: on receipt of a delivery receipt email from the correct address.
20.3 Notices and other communications shall be sent to:
20.3.1 in the case of those to the Supplier, to Katherine Colby Hydrologists Limited for the attention of Katherine Teakle at 8 Castlemead Road, Rodborough, Stroud, Gloucester, United Kingdom GL5 3SF (email: katherine@katherinecolby.com)
20.3.2 in the case of those to the Customer, to any email or physical address or contact details notified on the Order (as updated from time to time pursuant to clause 20.4).
20.4 Any change to the contact details of a party as set out in clause 20.3 shall be notified to the other party in accordance with clause 20.1 and shall be effective on the date specified in the notice as being the date of such change or, if no date is so specified, five Business Days after the notice is deemed to be received.
20.5 This clause does not apply to notices given in legal proceedings or arbitration.
21 Variation
No variation of the Agreement shall be valid or effective unless it is made in writing, refers to the Agreement and is duly signed or executed by, or on behalf of, each party.
22 Assignment and subcontracting
22.1 Except as expressly provided in the Agreement, the Supplier may at any time assign, sub-contract, sub-licence, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under the Agreement.
22.2 Except as expressly permitted by the Agreement, the Customer shall not assign, transfer, sub-contract, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under the Agreement (including the licence rights granted), in whole or in part, without the Supplier's prior written consent.
23 Set off
Each party shall pay all sums that it owes to the other party under the Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
24 No partnership or agency
The parties are independent and are not partners or principal and agent and the Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party's behalf.
25 Severance
25.1 If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Agreement shall not be affected.
25.2 If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
26 Waiver
26.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under the Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
26.2 No single or partial exercise of any right, power or remedy provided by law or under the Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
26.3 A waiver of any term, provision, condition or breach of the Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.
27 Third party rights
A person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.
28 Authority
Each party represents and warrants to the other that it has the right, power and authority to enter into the Agreement and grant to the other the rights (if any) contemplated in the Agreement and to perform its obligations under the Agreement.
29 Governing law and Jurisdiction
The Agreement and any dispute or claim arising out of, or in connection with, it, 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. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Agreement, its subject matter or formation (including non-contractual disputes or claims).