S4Encrypt Terms and Conditions for Business

These conditions set out the terms on which your organisation is contracted to do business with S4Encrypt Limited. Additional terms, specific to your organisation, are set out in a numbered Quotation that has been provided to you. These terms and conditions detail the legal basis on which the Quotation is provided and constitute your organisation’s agreement with S4Encrypt Limited.

Parties

  1. S4Encrypt Limited incorporated and registered in England and Wales with company number 11984391 whose registered office is at 8 High Street, Heathfield, East Sussex TN21 8LS, United Kingdom (the Company).
  2. The details of your organisation are included in the numbered Quotation that has been provided (your Organisation). This Quotation references these terms and conditions.

Background

  1. The Company is in the business of providing integrated solutions enabling delivery of electronic documents and data into secure online vaults accessible by authorised parties via the internet.
  2. Among these solutions is a process facilitating rapid onboarding of new clients, employees, tenants, or any other user of your service who requires secure identification. S4Encrypt will provide this facility using biometric identification techniques, and will store the resulting data in a secure vault for your further use.
  3. Your Organisation wishes to implement a system of securely managing certain documents and data relating to its business with internal and / or external parties.

Agreed Terms

Interpretation

  1. The definitions and rules of interpretation in this section apply in these terms and conditions.
    1. Agreement: These terms and conditions, together with the contents of the numbered Quotation with which you have been provided, constitute the agreement governing your Organisation’s use of the S4Encrypt service.
    2. Business Day:  any day which is not a Saturday, Sunday or public holiday in the United Kingdom.
    3. Client: An external or internal party with whom your organisation wishes to share and exchange information.
    4. Confidential Information: Information that is proprietary or confidential and is either clearly labelled as such or which may reasonably be expected, by its nature, to be Confidential Information.  For the avoidance of doubt, without limitation, a document or data uploaded to a Safe4 Vault (or any Product provided under this agreement) using an application provided by S4Encrypt shall be regarded as confidential to your Organisation and any client.
    5. Control: the ability to direct the affairs of another, whether by virtue of the ownership of shares, contract, agreement or otherwise.
    6. Effective Date: the date on which your Organisation indicated acceptance of the S4Encrypt Quotation.
    7. EULA: the End User Licence Agreement as set out here.
    8. Intellectual Property Rights: means all intellectual property rights of any kind existing anywhere in the world whether or not registered and all applications, renewals and extensions of the same and whenever arising, registered or applied to be registered including, without limitation, copyright, database rights, design rights, patents, trademarks, service marks, trade names and other rights in goodwill, rights in know-how, trade secrets and other confidential information.
    9. Legislation: any statute, statutory provision or subordinate legislation or any mandatory rules or guidance issued by any regulatory body having jurisdiction over the applicable party.
    10. Normal Business Hours: 9.00 am to 5.00 pm local United Kingdom time, Monday to Friday, excluding public holidays.
    11. Products: all or any part(s) of any products and support services of the type and specification listed in the Company’s Quotation [and any associated documentation relating to each of them] together with any other products and support services [and related documentation] developed by the Company and which the Company may permit your Organisation, by express notice in writing, to use pursuant to this agreement.
    12. Quotation: A numbered document that sets out the prices and payment terms being offered to your Organisation by the Company, and incorporates any other special terms that are applicable to this offer.
    13. Regulatory Body: those government departments and regulatory, statutory and other entities, committees and bodies which, whether under statute, rules, regulations, codes of practice or otherwise, are entitled by any applicable law to supervise, regulate, investigate or influence the matters dealt with in these terms and conditions in relation to your Organisation.
    14. Territory: the geographical territory described in the numbered Quotation with which you have been provided.
    15. Trade Marks: the trade mark registrations and applications identified in the Quotation together with any further trademarks which the Company may permit or procure permission for your Organisation by express notice in writing to use in respect of the Products.
    16. User: a user of the Products authorised by your Organisation or its permitted Clients including staff of your organisation or Clients.
    17. Vault: An area reserved on the Safe4 system to store electronic documents and data captured by using an application provided by S4Encrypt for Clients in a secure online area using a folder structure that may be determined by your organisation.
    18. Year: the period of 12 months from the Effective Date and each consecutive period of 12 months thereafter during the term of this agreement.
    19. Safe4: S4Encrypt uses secure vaults provided by Safe4 Information Management Limited as an essential component within each delivered application.
    20. Affiliate: An organisation who secures clients on behalf of S4Encrypt, and who receives a commission payment in respect of each confirmed client. For details of the S4Encrypt Affiliate Agreement please click here.
  2. References to clauses, paragraphs or schedules are to the clauses, paragraphs of and schedules to this agreement.
  3. Headings are for convenience only and shall be ignored in interpreting this agreement.
  4. Words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders.

Licence

  1. The Company hereby licences your Organisation to use the Products and permit Clients in the Territory to use the Products as described in this agreement.
  2. Your Organisation shall be entitled to use the Products for its own use under this agreement and the Company’s general Terms and Conditions of use, EULA and Privacy Policy as published from time to time and as referenced on the Company’s website.
  3. Your Organisation shall be entitled to resell and sub-licence Products for Client use in the Territory under terms no less favourable to the Company than the terms of this agreement and the Company’s general Terms and Conditions, EULA and Privacy Policy as published from time to time and as referenced on the Company’s website.
  4. For the avoidance of doubt your Organisation is not an agent of the Company.
  5. Your Organisation shall not without the Company’s prior written consent make any representations, warranties, guarantees or other commitments with respect to the specifications, features or capabilities of the Products which are inconsistent with those contained in the promotional material supplied by the Company (including, without limitation, the EULA) or otherwise incur any liability on behalf of the Company.
  6. Your Organisation shall not sell or licence any of the Products through a sales agent or to a sub-distributor or reseller outside the Territory without the express written permission of the Company. If the Company agrees to any such appointment, your Organisation shall ensure that it enters into a written contract with such sales agent, sub-distributor or reseller on terms which provide at least the same level of protection to the Company as set out in this agreement.
  7. Other than the licence referred to above, the Company does not transfer any right, title or interest to any Products to your Organisation or its customers.  Use of the terms “sell”, “license”, “purchase”, “licence fees” and “price” will be interpreted in accordance with this clause.

Supply of Products

  1. The Company shall supply in the agreed form:
    1. within a reasonable period following the Effective Date the latest version of the Products; and
    2. during the term of this agreement, such updates or new releases to the Products as such updates or new releases become commercially available.
  2. The integrated applications delivered by S4Encrypt for your use wil be described in a written specification that will be agreed by both parties in advance of any application development commencing. Your confirmation that the delivered solution meets the requirements described in the specification will be sought prior to the application going live.
  3. The Company is entitled upon giving 3 months’ written notice to your Organisation to vary the items described in the Quotation to exclude from this agreement one or more of the Products as it thinks fit if for any reason the production of such Product has been permanently discontinued.
  4. The Company is entitled to make changes to the Specification which do not adversely affect the Products and shall give written notice of such changes to your Organisation as soon as reasonably practicable.
  5. Supply of Products by the Company is subject to special conditions and any reasonable use condition specified in the Quotation relating to your Organisation.

Prices and Payment

  1. The prices to be paid by your Organisation to the Company for the Products are to be the Company’s prices as shown in the Quotation that relates to your Organisation, and as amended by the Company from time to time. The Company shall give your Organisation 28 days’ notice of any changes in the prices of the Products.
  2. The Company will invoice your Organisation for each usage of the application monthly in arrears for the Products at The Company’s prices as shown in the Quotation, and as amended by the Company from time to time.
  3. If a Party believes a reasonable use condition may be breached, it will notify the other Party so that action may be taken to either:
    1. Remedy the breach within 30 days; or
    2. Raise an invoice on your Organisation for additional charges as set out in the Quotation.
  4. Your Organisation shall pay the full amount invoiced to it by the Company [in pounds sterling] within 30 days of the date of invoice, by bank transfer or direct debit, net of all charges.
  5. Your Organisation shall not be entitled by reason of any set-off, counter-claim, abatement, or other similar deduction to withhold payment of any amount due to the Company.

Advertising and Promotion

  1. Your Organisation shall:
    1. be permitted to advertise and promote the Products provided that the use by your Organisation of any advertising materials and promotional literature containing the Trade Marks or other references to the Products shall be subject to the prior written consent of the Company;
    2. observe all directions and instructions given to it by the Company in relation to the promotion and advertisement of the Products to the extent that such promotions or advertisements refer to the Products or otherwise use the Trade Marks, and shall not make any written statement as to the quality or manufacture of the Products without the prior written approval of the Company.

Intellectual Property Rights

  1. Unless otherwise agreed in writing between the parties, all Intellectual Property Rights in and to the Products belong, and shall belong, to the Company and/or its licensors.
  2. Your Organisation shall, at the expense of the Company, take all such steps as the Company may reasonably require to assist the Company in maintaining the validity and enforceability of the Intellectual Property Rights of the Company during the term of this agreement.
  3. Your Organisation shall not do or authorise any third party to do any act which would or might invalidate or be inconsistent with any Intellectual Property Rights of the Company and shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect or character.
  4. The Company makes no representation or warranty as to the validity or enforceability of the Intellectual Property Rights in the Products and the Trade Marks nor as to whether the same infringe on any Intellectual Property Rights of third parties.
  5. The Company grants to your Organisation a non-exclusive, revocable, personal licence (subject to the terms and conditions of this agreement and during its term and solely for the purposes of performing your organisation’s obligations under this agreement) to:
    1. use the Products for internal use at your Organisation’s premises and for the purposes of demonstrating, marketing and selling the Products to Clients if applicable; and
    2. use the Trade Marks included in the Quotation on or in relation to the Products for the purpose of the promotion, advertisement and sale of the Products.
  6. Your Organisation shall not:
    1. copy the Products or any part of any of them except to the extent and for the purposes expressly permitted by this agreement;
    2. modify, adapt, develop, create any derivative work, reverse engineer, decompile, disassemble or carry out any act otherwise restricted by copyright or other Intellectual Property Rights in the Products.
  7. Your Organisation shall ensure that each reference to, and use of, any of the Trade Marks by your organisation is in a manner approved from time to time by the Company and accompanied by an acknowledgement in a form approved by the Company that the same is a trade mark (or registered trade mark) of the Company.
  8. Your Organisation shall not:
    1. use any of the Trade Marks in any way which might prejudice their distinctiveness or validity or the goodwill of the Company therein;
    2. use in relation to the Products any trademarks other than the Trade Marks without obtaining the prior written consent of the Company; or
    3. use any trademarks or trade names so resembling any trade mark or trade names of the Company as to be likely to cause confusion or deception.
  9. Other than the licences expressly granted under this agreement, Company does not grant any licence of, right in or make any assignment of any of its Intellectual Property Rights. In particular, except as expressly provided in this agreement, your Organisation shall have no rights in respect of any trade names or trademarks used by the Company in relation to the Products or their associated goodwill, and your Organisation hereby acknowledges that all such rights and goodwill shall inure for the benefit of and are (and shall remain) vested in, the Company.
  10. At the request of the Company, your Organisation shall do or procure to be done all such further acts and things (including the execution of documents) as the Company shall require to give the Company the full benefit of this agreement.
  11. Each party shall, at the request and expense of the other, provide all reasonable assistance to the other (including, but not limited to, the use of its name in, or being joined as a party to, proceedings) in connection with any action to be taken by the other party, provided that that party is given such indemnity as it may reasonably require against any damage to its name.

Confidentiality

  1. Each Party may have access to Confidential Information of the other under this agreement. Confidential Information shall not include information that:
    1. is or becomes publicly known through no act or omission of the receiving party; or
    2. was in the other party’s lawful possession prior to the disclosure; or
    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; or
    5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
  2. Each Party shall hold the other Party’s Confidential Information in confidence and, unless required by law, not make the  Confidential Information available to any third party or use the  Confidential Information for any purpose other than the implementation of this agreement.
  3. Each Party agrees to take all reasonable steps to ensure that the 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.
  4. For the avoidance of doubt documents and data uploaded by your Organisation or its Clients are Confidential Information of your organisation or Client and will not be viewed, accessed or processed by the Company, its employees or agents without the express written permission of your organisation.
  5. This Confidentiality clause shall survive termination of this agreement for any reason.

Audit and Inspection

  1. The Company shall provide its full co-operation and assistance in relation to any reasonable request by your Organisation and/or any Regulatory Body but only to the extent necessary to ensure and/or verify the Practice is complying with applicable law and any codes of practice issued by a Regulatory Body.
  2. Any co-operation and assistance provided by the Company under this Audit and Inspection clause shall be at your Organisation’s cost.

Protection and Processing of Personal Data

  1. Each Party to this Agreement shall comply with its respective obligations under the provisions of the Data Protection Act, as updated to incorporate the provisions of the GDPR in 2018 (Act).
  2. Where the Company processes personal data (as defined in the Act) on behalf of your Organisation, the Company shall:
    1. process such data solely in accordance with your Organisation’s instructions from time to time (consistent with its duties under the Act);
    2. implement, employ and maintain throughout the Term appropriate technical and operational measures for keeping data, both in terms of the technology used and how it is managed, secure, having regard to the state of technological development and the cost of implementing any measures, the measures must ensure a level of security appropriate to the harm that might result from unauthorised or unlawful processing or accidental loss, destruction or damage. In addition, the Company will provide your Organisation, at your Organisation’s reasonable cost, with any assurance in respect of the security of any personal data processed by the Company as may reasonably be required by your Organisation to comply with its obligations under the Act; and
    3. shall not transfer or process any personal data (as defined in the Act) outside the European Economic Area (EEA) without the parties’ prior written consent.
  3. The Company shall:
    1. ensure that only those employees of the Company and its permitted contractors, who are required by the Company to assist it in providing the Products under this Agreement, shall have access to personal data. In addition, the Company shall ensure that all employees used by it to provide the Products have undergone training (and receive on-going training as required) in data protection law and in the care of handling personal data; and
    2. not, without the prior written consent of your Organisation, divulge any personal data to any person, firm or company, or make use of it, unless disclosure or use is required to comply with a statutory obligation or order of court and only after the Company has (where reasonably practicable) notified your Organisation of the intended disclosure.
  4. All data, including personal data, processed by the Company whilst providing the Products to your Organisation is, and shall remain, under the exclusive ownership of your Organisation and/or the Client, as appropriate.
  5. The Company shall immediately notify your Organisation of any accidental, unauthorised or unlawful access, loss, destruction, theft, use, disclosure or alteration of any data, including personal data or other Confidential Information, or any other non-compliance with this Clause.
  6. The Company shall immediately pass to your Organisation any requests, notices or other communications from any law enforcement body or regulatory body it receives, for your Organisation to respond, unless prevented by law. The Company shall, at your Organisation’s reasonable cost, provide your Organisation with such assistance as your Organisation may reasonably require, and within the timescales reasonably specified by your Organisation, to enable your Organisation to respond.
  7. The Company shall not transfer or permit any transfer of personal data to any third party unless your Organisation provides its prior written consent or as required by law.

Warranties

  1. Each party represents warrants and undertakes that:
    1. it has full capacity and authority and all necessary consents to enter into and to perform this agreement and to grant the rights and licences referred to in this agreement and that this agreement is executed by its duly authorised representative and represents a binding commitment on it; and
    2. it shall comply with all applicable Legislation in the performance of its obligations under this agreement.
  2. The Company warrants to your Organisation that the Products supplied or licensed by it under this agreement will operate substantially in accordance with, and perform, the material functions and features as set out in the applicable part(s) of specifications published by the Company.

Limitation of Liability

  1. The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to your Organisation in respect of:
    1. any breach of this agreement; and
    2. any representation, statement or tortious act or omission (including without limitation negligence) arising under or in connection with this agreement.
  2. Except as expressly and specifically provided in this agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.
  3. Nothing in this agreement excludes the liability of the Company:
    1. for death or personal injury caused by the Company’s negligence; or
    2. for fraud or fraudulent misrepresentation.
  4. The Company shall not be liable for:
    1. loss of profits; or
    2. loss of business; or
    3. depletion of goodwill or similar losses; or
    4. loss of anticipated savings; or
    5. loss of goods; or
    6. loss of use; or
    7. loss or corruption of data or information not directly caused by a fault in the Products; or
    8. any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
  5. The Company shall during the term of this Agreement maintain cyber liability, privacy liability, system business interruption, professional indemnity and loss mitigation insurance cover in respect of its liabilities arising out of or connected with this Agreement, such professional indemnity and cyber liability cover to be to a minimum value of £2,000,000 and with a reputable insurance company.
  6. The Company’s total aggregate liability in contract, tort (including without limitation 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 amount actually paid by your Organisation to the Company under this agreement in the 12 months preceding the date on which the claim arose.
  7. In the event of any breach of the Company’s warranty under this Limitation of Liability clause (whether by reason of defective materials, production faults or otherwise) your Organisation’s sole remedy and the Company’s only obligation and liability to your Organisation shall be for the Company to:
    1. replace the Company Product in question; or
    2. at the Company’s option, repay any price paid for the Company Product.

Term and Termination

  1. This agreement shall commence on the Effective Date and shall continue for a period of three years (the “Initial Term”), unless otherwise terminated as provided in this agreement. This agreement shall continue indefinitely after the Initial Term unless and until either party notifies the other in writing that it wishes to terminate the agreement, giving the other at least six months notice, such notice ending at any time after the end of the Initial Term.
  2. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the agreement without liability to the other if:
    1. the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 28 days of that party being notified in writing of the breach; or
    2. an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or
    3. an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
    4. a receiver is appointed of any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or
    5. the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt; or
    6. the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt; or
    7. the other party ceases, or threatens to cease, to trade.
  3. Without prejudice to any other rights or remedies to which the Company may be entitled, the Company may terminate the agreement without liability to your Organisation if:
    1. there is a change of Control of your Organisation; or
    2. your Organisation challenges or disputes the validity of any of the Company’s Intellectual Property Rights; or
    3. your Organisation purports to assign any of its rights or obligations under this agreement without prior written consent of the Company; or
    4. your Organisation fails to make payment in full within the appointed time to the Company for invoices due under the Prices and Payment clause and being advised in writing of such failure does not make payment in full within 28 days of being advised.

Effects of Termination

  1. Upon termination or expiry of this agreement for any reason:
    1. your Organisation shall stop using the Products and the licence granted under the Licence clause will terminate immediately;
    2. Unless otherwise agreed in writing by the Parties, the Company shall continue to hold all documents and data stored by your Organisation for a period of three months from termination. At the end of such period, or earlier by agreement between the Parties, the Company shall provide your Organisation a copy of all such documents and files on computer hard disk or a similar suitable computer readable medium at your Organisation’s cost. The Company shall then delete the documents and files from all storage locations within 28 days; and
    3. your Organisation shall promptly return to the Company, or otherwise dispose of as the Company may instruct, all samples, technical pamphlets, catalogues, advertising materials, specifications and other materials, documents or papers whatsoever sent to or created by your Organisation and relating to the Company’s business (other than correspondence which has passed between the parties) which your Organisation may have in its possession or under its control; and
    4. the accrued rights of the parties as at termination or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced;
    5. Subject to the foregoing provisions of this Effects of Termination clause, all rights and licences of your Organisation under this agreement shall terminate.
    6. The Company shall:
      1. provide all assistance reasonably required by your Organisation to facilitate the smooth transition of any Confidential Information uploaded to the Products to your Organisation or any replacement service provider appointed by it;
      2. ensure that there is no disruption in the supply of the Products and no deterioration in the quality of the Products during the transitional period;
      3. at reasonable cost to your Organisation and promptly upon request, transfer to your Organisation including details of the processes, documentation, data transfer and security and, where reasonably requested, provide a copy of any Confidential Information on a transportable medium, such as a disk or drive (in an encrypted form) where the cost or speed of any online electronic transfer is, in the Company’s view, disproportionately slow or expensive;
      4. specify the scope of any charges that would be payable for the provision of transition and detail how such products would be provided (if required) during the transitional period.
  2. The termination of this agreement shall not of itself give rise to any liability on the part of the Company to pay any compensation to your Organisation for loss of profits or goodwill, to reimburse your Organisation for any costs relating to or resulting from such termination, or for any other loss or damage.
  3. In the event of termination following breach by the Company under the Limitation of Liability clause, and in the event that your Organisation cannot procure a replacement provider at no additional charge for the Products, the Company shall refund your Organisation for the unexpired portion of any annual licenses already paid for by the Company pro-rata for every full month remaining, offset by any other amounts due from your Organisation to the Company.
  4. In the event of termination following breach by your Organisation under this Effects of Termination clause, your Organisation shall waive any and all entitlement to refund of the unexpired portion of any licenses.

Force Majeure

  1. A party, provided that it has complied with the provisions of the Effects of Termination clause, shall not be in breach of this agreement, nor liable for any failure or delay in performance of any obligations under this agreement (and, subject to paragraph 3 of the Effects of Termination clause, the time for performance of the obligations shall be extended accordingly) arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (Force Majeure Event).
  2. In the event of either party being so hindered or prevented, the party concerned shall give notice of suspension as soon as reasonably possible to the other party stating the date and extent of the suspension and its cause, and the omission to give such notice shall forfeit the rights of that party to claim suspension. Any party whose obligations have been suspended as aforesaid shall resume the performance of those obligations as soon as reasonably possible after the removal of the cause and shall so notify the other party.
  3. If the Force Majeure Event prevails for a continuous period of more than six months, either party may terminate this agreement by giving 28 days’ written notice to the other party. On expiry of this notice period, this agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this agreement occurring prior to such termination.

Waiver

  1. A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
  2. Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.

Severance

  1. If any provision of this agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.
  2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision will apply with whatever modification is necessary to give effect to the commercial intention of the parties.

Status of Pre-Contractual Statements

  1. This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
  2. Each party acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement other than as expressly set out in this agreement.

Amendments

Save as expressly provided in this agreement, no amendment or variation of this agreement shall be effective unless in writing and signed by a duly authorised representative of each of the parties to it.

Assignment

  1. Your Organisation shall not, without the prior written consent of the Company, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement (except that the Company’s consent shall not be unreasonably withheld in respect of any assignment, transfer or subcontract to any related company of your Organisation).
  2. The Company 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 having first informed your Organisation of its intention to do so.

No Agency or Partnership

Nothing in this agreement is intended to or shall operate to create an agency, partnership or joint venture relationship between the parties.

Counterparts

This agreement may be executed in any number of counterparts by each party signing the Quotation, each of which when executed and delivered shall constitute an original of this agreement, but all the counterparts shall together constitute the same agreement. No counterpart shall be effective until each party has executed at least one counterpart of the Quotation.

Third Party Rights

This agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.

Notices

Any notice under this agreement must be in writing and must 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 email to the other Party to an address as may have been notified by that Party for such purposes.  A notice delivered by hand will be deemed to have been received when delivered (or if delivery is not in Normal 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 will 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.

Governing Law and Jurisdiction

  1. This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England.
  2. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with this agreement, its subject matter or its formation (including non-contractual disputes or claims).