The Supplier provides two services to its Customers:
Salesflow - the cloud service (SaaS) described in the Cloud Service Specification; and
Salesflow Embeddable API - the cloud service (PaaS) described in the Documentation.
The Customer wishes to use the Supplier's service in its business operations.
The Supplier has agreed to provide and the Customer has agreed to take and pay for the Supplier's services subject to the terms and conditions of this agreement.
1. Interpretation
Agreed Purposes: performing obligations under this agreement.
Applications: any software, applications or other code owned by or licensed to the Customer that the Customer installs or loads onto, or creates using, any Cloud Services designed for such purposes.
Authorised Users: those clients of the Customer who are authorised by the Customer to use the Cloud Services.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Cloud Services: means each service hosting/making available the Software and made available to the Customer via the Internet or other network.
Cloud Service Specification: means each document describing the functionality and technical specification of Salesflow Cloud Service, available at https://salesflow.io/features as the same may be updated from time to time.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 7.1.
Customer: the entity, as identified in the Order Form, purchasing the Cloud Services from the Supplier.
Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Cloud Services or facilitating the Customer's use of the Cloud Services.
Documentation: the documents, including the Cloud Service Specification, made available to the Customer by the Supplier online via https://salesflow.io/linkedin-messaging-api or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Catalyst Cloud Services and the user instructions for the Cloud Services.
Launch Date: the date of this agreement as stated in the Order Form.
Licence Fees: the licence fees payable by the Customer to the Supplier for the User Licences, as set out in the Order Form.
Normal Business Hours: between 9am and 5pm, PT on a Business Day.
Order Form: a written order form, signed by both parties, detailing the commercial terms agreed by the parties relating to the Cloud Services.
Payment Term: the term for payment as set out in the Order Form, calculated from the invoice date.
Permitted Recipients: the parties to this agreement, the employees of each party, any third parties engaged to perform obligations in connection with this agreement.
Renewal Period: the period as set out in the Order Form.
Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.
Service Users means number of people receiving services from the Customer (care home patients).
Software: any software that is supplied to the Customer as part of the Cloud Services, including all revised versions and updates.
Supplier: Growth Technologies Limited a company incorporated and registered in England with company number 12281624, whose registered office is at 86-90 Paul Street, London, United Kingdom, EC2A 4NE.
User Licence(s): the user licences purchased by the Customer pursuant to this agreement, which entitle Authorised Users to access and use the Cloud Services and the Documentation in accordance with this agreement.
Virus: any thing or device (including any software, code, file or program) which may:
a) 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;
b) prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or
c) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.
1.1 Unless the context otherwise requires, words in the singular includes the plural and in the plural includes the singular.
1.2 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.
1.3 A reference to writing or written excludes fax but not email.
1.4 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.
1.5 If there is any conflict or inconsistency between the terms of this agreement, the following order of priority shall apply, such that a term contained in a higher document on the list shall take precedence over a term contained in a lower document on the list:
(a) the Order Form;
(b) the Cloud Services Specification;
(c) these Cloud Services Terms;
(d) The User Agreement;
(e) the Acceptable Use Policy;
(f) the Privacy Policy.
2. Cloud services
2.1 The Supplier grants to the Customer a limited, non-exclusive, non-transferable, revocable right and licence, without the right to sublicense, to permit the Customer, via rights of access granted to the Customer's Authorised Users, to access and use the Cloud Services solely for Customer's internal business operations. The grant of this right and licence is subject to the Customer's compliance with this agreement, the Cloud Services Specification and any other documents referenced in, or attached to, this agreement or an Order Form (all such documents together described as this agreement).
2.2 In relation to the Authorised Users, the Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Cloud Services and the Documentation shall not exceed the number of User Licences it has purchased from time to time;
(b) it will not allow any User Licences to be used by more than one individual Authorised User, except where agreed with the Supplier or 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 Cloud Services;
(c) it shall, no more frequently than once per year, permit the Supplier or the Supplier's designated auditor to audit the Cloud Services, or use the Supplier's requested software reporting, to verify that the Customer's use of the Cloud Services does not exceed the number of User Licences purchased by the Customer;
(d) if any of the audits referred to in clause 2.2(c) reveal that the Customer has underpaid the Supplier for its use of the Cloud Services, then without prejudice to the Supplier's other rights, the Customer shall pay to the Supplier, an amount equal to such underpayment as calculated in accordance with the prices set out in the Order Form; and
(e) the Customer's Authorised Users may only access the Cloud Services via the methods specified in the Cloud Services Specification.
2.3 The Customer is responsible for all acts and omissions of each Authorised User and any and all use of the Cloud Services using each Authorised User's access credentials.
2.4 The Customer shall not, and shall procure that each Authorised User does not, unless otherwise agreed by the Supplier in writing:
(a) except to the extent expressly permitted by this agreement or lawfully permitted pursuant to applicable law, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Cloud Services, Software or Documentation (as applicable) in any form or media or by any means;
(b) except to the extent expressly permitted by this agreement or lawfully permitted pursuant to applicable law, attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Cloud Services or the Software;
(c) store, access, publish, disseminate, distribute or transmit via the Cloud Services any material which:
(i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(ii) facilitates illegal activity;
(iii) depicts sexually explicit images;
(iv) promotes unlawful violence;
(v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(vi) is otherwise illegal or causes damage or injury to any person or property;
(d) access all or any part of the Cloud Services and Documentation in order to build a product or service which competes with the Cloud Services or the Documentation;
(e) use the Cloud Services or the Documentation to provide services to third parties;
(f) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Cloud Services or Documentation available to any third party except the Authorised Users; or
(g) attempt to obtain, or assist third parties in obtaining, access to the Cloud Services or Documentation, other than as provided under this clause 2.
2.5 To enable the Supplier to provide the Cloud Services, the Customer grants to the Supplier a non-exclusive right and licence to copy, exploit, process, store, transmit and use the Customer Data and Applications solely to the extent necessary to provide the Cloud Services.
2.6 The Customer shall procure at its cost, install and maintain all required enabling software and third-party software required to access and use the Cloud Services. The Customer acknowledges that a failure to do so may impact its use of the Cloud Services.
2.7 The Supplier warrants that the Cloud Services shall comply in all material respects with the Cloud Services Specification. The Supplier, as the Customer's sole and exclusive remedy, shall promptly correct any event or circumstance resulting in a breach of this clause 2.7.
2.8 The Customer shall ensure that, prior to being granted access to the Cloud Services, all Authorised Users are bound by written terms and conditions no less onerous than those set out at https://salesflow.io/terms (as updated from time to time), including terms at least equivalent to the restrictions in clause 2.4. The Customer shall be responsible for any act or omission of an Authorised User that would constitute a breach of this agreement if committed by the Customer. The Customer shall be responsible for procuring and enforcing each Authorised User’s compliance with such terms and conditions and with this agreement and shall, on the Supplier’s reasonable request, provide evidence of such compliance.
2.9 Unless otherwise expressly set out in this agreement, the Supplier does not warrant that the Cloud Services are fit for the Customer's purposes, are error free or uninterrupted, or are compatible with any hardware or software not specified in the Cloud Services Specification. The Supplier shall not be liable for the transfer of data over communications facilities, including the internet, and any limitations, delays, and other problems inherent in the use of such communications facilities.
2.10 The Customer acknowledges and agrees that the Supplier and its licensors own all intellectual property rights in the Cloud Services and the Documentation. Except as expressly stated in this agreement, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Cloud Services or the Documentation.
2.11 The Supplier confirms that it has all the rights in relation to the Cloud Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
3. Updates, upgrades, maintenance and support
3.1 The Supplier may, from time to time and subject to notifying the Customer in writing in advance, make changes to the Cloud Services to:
(a) improve, update or upgrade existing functionality or services;
(b) introduce new functionality or services;
(c) reflect changes to technology or market practice; or
(d) ensure that the Cloud Services remain compliant with all applicable laws, legal obligations or regulations.
Any such changes shall not result in a material degradation in the Cloud Services for the duration of this Agreement.
4. Availability of the cloud services
4.1 The Cloud Services are designed to be available during Normal Business Hours, subject to any emergency or scheduled maintenance. Scheduled maintenance shall be performed by the Supplier during the times specified in the Cloud Services Specification. The Supplier shall use reasonable endeavours to give the Customer advance notice of any emergency maintenance.
4.2 The Supplier shall not be 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. The Customer acknowledges that the Cloud Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
4.3 The Supplier may on no less than two months’ notice, in writing to the Customer, terminate any Cloud Service.
5. Suspension
5.1 The Supplier may, without prejudice to any other rights or remedies available to it, suspend the Customer's access to, or use of, the Cloud Services in whole or in part and on an Authorised User by Authorised User basis immediately on notice to the Customer if:
(a) the Customer has failed to pay any amounts due to the Supplier in accordance with clause 6;
(b) the Customer is otherwise in breach of its obligations under this agreement or any Order Form;
(c) the Supplier is required by applicable law to suspend the Customer's access to, or use of, the Cloud Services; or
(d) the Supplier reasonably believes that the suspension of the Cloud Services is necessary to protect its infrastructure, network or the use of the Cloud Services by other customers because of a threat to the security, integrity or use of the Cloud Services.
5.2 The Supplier shall use reasonable endeavours to re-establish or permit access to the Cloud Services as soon as possible following the Supplier's determination that the cause of the suspension has been resolved.
5.3 The Supplier shall have no liability whether under this agreement or at law to the Customer for any exercise of its rights pursuant to this clause 5.
6. Fees
6.1 The Supplier shall invoice the Customer for the fees and charges (including the Licence Fees) set out in an Order Form at the frequency specified in the Order Form. The Customer acknowledges that the Supplier may invoice for the Cloud Services each time the Customer:
(a) purchases additional services;
(b) increases the number of Authorised Users; or
(c) otherwise alters its use of the Cloud Services such that additional amounts may be payable to the Supplier.
6.2 The Supplier may increase the Licence Fees once in any 12 month period by giving the Customer at least one month’s notice.
6.3 All amounts due to the Supplier under this agreement shall be paid within the Payment Term.
6.4 All amounts and fees stated or referred to in this agreement or any Order Form:
(a) shall be payable in pounds sterling;
(b) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.
7. Confidentiality
7.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives whether before or after the date of this agreement, including but not limited to:
(a) any information that would be regarded as confidential by a reasonable business person relating to:
(i) the business, assets, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
(ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
(b) any information developed by the parties in the course of carrying out this agreement.
7.2 The provisions of this clause shall not apply to any Confidential Information that:
(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
(b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
(c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or
(d) the parties agree in writing is not confidential or may be disclosed.
7.3 Each party shall keep the other party's Confidential Information secret and confidential and shall not:
(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement (Permitted Purpose); or
(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 7.
7.4 A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
(a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
(b) at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.
7.5 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 the disclosure as possible.
7.6 On termination or expiry of this agreement, each party shall:
(a) destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;
(b) erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
(c) certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority.
7.7 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.
7.8 The above provisions of this clause 7 shall continue to apply after termination or expiry of this agreement.
8. Cloud security
8.1 Details of the Supplier's security arrangements for the Cloud Services are set out in the Cloud Service Specification.
8.2 The Customer acknowledges and agrees that it is responsible for assessing the applicability and suitability of the security arrangements and for checking periodically for any updates or changes.
8.3 The Supplier shall, without undue delay, inform the Customer of any Virus or Vulnerability affecting the Cloud Services and shall promptly:
(a) use reasonable endeavours to remedy the Virus or Vulnerability as soon as practicable; and
(b) respond to Customer's reasonable requests for information in relation to the Virus or Vulnerability.
8.4 The Supplier shall take reasonable steps not to introduce any Viruses or Vulnerabilities into the Customer's network and information systems via the Cloud Services or Software or otherwise.
9. Data protection
Each party shall comply with all the obligations imposed under the relevant data protection legislation and in accordance with the Supplier’s privacy policy available at: https://salesflow.io/terms.
10. Indemnity
10.1 The Customer 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 Customer's use of the Cloud Services or Documentation, provided that:
(a) the Customer is given prompt notice of any such claim;
(b) the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
(c) the Customer is given sole authority to defend or settle the claim.
10.2 The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Cloud Services or Documentation in accordance with this agreement infringes any United Kingdom patent effective as of the Launch Date, copyright, trade mark, database right or right of confidentiality. The Supplier shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims and all related losses, costs and expenses, provided that:
(a) the Supplier is given prompt notice of any such claim;
(b) the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and
(c) the Supplier is given sole authority to defend or settle the claim.
10.3 In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Cloud Services, replace or modify the Cloud Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on two Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
10.4 In no event shall the Supplier, its employees, agents and subcontractors be liable to the Customer to the extent that the alleged infringement is based on:
(a) a modification of the Cloud Services or Documentation by anyone other than the Supplier;
(b) the Customer's use of the Cloud Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or
(c) the Customer's use of the Cloud Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority; or
(d) the Customer's breach of this agreement.
10.5 This clause 10 state the Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and subcontractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
11. Limitation of liability
11.1 Except as expressly and specifically provided in this agreement:
(a) The Customer assumes sole responsibility for results obtained from the use of the Cloud Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to the Supplier by the Customer in connection with the Cloud Services, or any actions taken by the Supplier at the Customer's direction.
(b) All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the greatest extent permitted by applicable law, excluded from this agreement.
(c) The Cloud Services and the Documentation are provided to the Customer on an "as is" basis.
11.2 Nothing in this agreement excludes the liability of the Supplier:
(a) for death or personal injury caused by the Supplier's negligence; or
(b) for fraud or fraudulent misrepresentation.
11.3 Subject to clause 11.1 and clause 11.2:
(a) The Supplier shall have no liability for any loss of profits, loss of business, depletion of goodwill or similar losses or loss or corruption of data or information, or for any special, indirect or consequential loss, costs, damages, charges or expenses; and
(b) The Supplier's total aggregate liability to the Customer (including in respect of the indemnity at clause 10.2), in respect of all breaches of duty occurring within any contract year shall not exceed the 100% per cent of the total fees received by the Supplier.
(c) If breaches committed in more than one contract year give rise to a single claim or a series of connected claims, the Supplier's total liability for those claims shall not exceed the single annual cap for those contract years.
11.4 The Customer acknowledges and agrees that:
(a) the use of artificial intelligence (AI) tools and outputs, including but not limited to machine learning models, natural language processing, and generative AI, is inherently subject to limitations and potential inaccuracies;
(b) the Customer is solely responsible for verifying the accuracy, completeness, and suitability of any AI-generated content or results; and
(c) the Supplier shall not be liable for any damages, losses, or liabilities arising from the Customer’s reliance on the Cloud Services or use of AI tools or outputs, including but not limited to errors, biases, or infringement of intellectual property rights.
11.5 References to liability in this clause 11 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
12. Term and termination
12.1 This agreement shall, unless otherwise terminated as provided in this clause 12, commence on the Launch Date and shall continue for the Initial Term. This agreement shall be automatically renewed for the Renewal Periods, unless:
(a) either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Term or the Renewal Period, in which case this agreement shall terminate on the expiry of the applicable Initial Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of this agreement.
12.2 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:
(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
(b) 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 30 days after being notified in writing to do so;
(c) 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;
(d) 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;
(e) 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;
(f) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.2(c) to 12.2(e) (inclusive);
(g) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(h) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.
12.3 On termination of this agreement for any reason:
(a) all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Cloud Services and the Documentation;
(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) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession, unless the Supplier receives, no later than 10 days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Customer shall pay all reasonable expenses incurred by the Supplier 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.
13. Force majeure
Neither party shall be in breach of this agreement or otherwise liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 30 days, the party not affected may terminate this agreement by giving 30 days’ written notice to the affected party.
14. Variation
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
15. Waiver
15.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
15.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
16. Severance
16.1 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.
16.2 If any provision or part-provision of this agreement is deemed deleted under clause 16.1, 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.
17. Entire agreement
17.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
17.2 Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
17.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
17.4 Nothing in this clause shall limit or exclude any liability for fraud.
18. Assignment
18.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
18.2 The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.
18.3 The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this agreement.
19. 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).
20. Third party rights
This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
21. Notices
21.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be sent by email to the address in the Order Form.
21.2 Any notice shall be deemed to have been received: if sent by email at the time of transmission, or, if this time falls outside Normal Business Hours in the place of receipt, when Normal Business Hours resume.
21.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
22. Governing law and Jurisdiction
22.1 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 interpreted in accordance with the law of England and Wales.
22.2 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).