Business Customers

These Terms shall apply to any business customer (“Customer”) who orders Services or Products from Beluga Bean (either via the Website, e-mail or otherwise in writing).

Definitions

Applicable Laws: all applicable laws, statutes, and regulations from time to time in force.

Applicable Data Protection Laws: means:

1. To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
2. To the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which Beluga Bean is subject, which relates to the protection of personal data.

Beluga Bean: Beluga Bean Limited, a company incorporated in England and Wales with registered number 10639485 with registered office address 7-7c Snuff Street, Devizes, Wiltshire, SN10 1DU.

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

Business Hours: the period from 9.00 am to 6.00 pm on any Business Day.

Change Order: has the meaning given in clause 9.1.

Charges: the sums payable for the Services or Products as agreed between the parties in writing.

Customer: has the meaning given in clause 1.1.

Customer Materials: all documents, information, items and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to Beluga Bean to enable Beluga Bean to perform the Services, including the items provided pursuant to clause 5.1(d).

Customer Personal Data: any personal data which Beluga Bean processes in connection with these Terms, in the capacity of a processor on behalf of the Customer.

Deliverables: any output of the Services to be provided by Beluga Bean to the Customer as set out in an Order or otherwise agreed in writing between the parties.

Effective Date: means the date an Order is accepted by Beluga Bean.

EU GDPR: means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Milestones: a date by which a part of the services is to be completed, as agreed in writing between the parties.

Order: means an order placed by the Customer for Services or Products.

Products: means any products ordered by the Customer from Beluga Bean.

Services: the services agreed by Beluga Bean to be provided to the Customer in accordance with these Terms.

Beluga Bean’s Equipment: any equipment, including tools, systems, cabling or facilities, provided by Beluga Bean to the Customer and used directly or indirectly in the supply of the Services.

Beluga Bean Personal Data: any personal data which Beluga Bean processes in connection with these Terms, in the capacity of a controller.

Terms: means these terms and conditions.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.

Website: means Beluga Bean’s website https://belugabean.com/ and all sub-pages and content.

Clause, Schedule, and paragraph headings shall not affect the interpretation of these Terms.

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

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

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

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

These Terms shall be binding on, and enure to the benefit of, the parties to these Terms and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.

Unless expressly provided otherwise in these Terms, a reference to legislation or a legislative provision shall include all subordinate legislation made as at the date of these Terms under that legislation or legislative provision.

A reference to writing or written includes email.

Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

A contract will come into existence between the parties when:

(a)  the Customer places an Order; and
(b)  Beluga Bean confirms acceptance of the Order in writing.

Unless otherwise agreed in writing between the parties, these Terms shall apply to all subsequent Orders placed by the Customer and accepted by Beluga Bean.

These Terms and shall continue until terminated in accordance with clause 13.4 (Termination).

Beluga Bean shall use reasonable endeavours to supply the Services, and deliver the Products and/ or Deliverables to the Customer, in accordance with these Terms in all material respects.

Beluga Bean shall use reasonable endeavours to meet any performance or delivery dates agreed in writing for the Products and Services but any such dates shall be estimates only and time for performance by Beluga Bean shall not be of the essence of these Terms.

Beluga Bean shall use reasonable endeavours to observe all health and safety and security requirements that apply at the Customer’s premises and that have been communicated to it under clause 5.1(e) provided that it shall not be liable under these Terms if, as a result of such observation, it is in breach of any of its obligations under these Terms.

In performing its obligations under these Terms, Beluga Bean shall comply with the Applicable Laws. Changes to the Services required as a result of changes to the Applicable Laws shall be agreed via the change control procedure set out in clause 9 (Change control).

The Customer shall:

(a)  co-operate with Beluga Bean in all matters relating to the Services;

(b)  appoint a main contact manager for the Services. That person shall have the authority to contractually bind the Customer on matters relating to the Services;

(c)  provide, for Beluga Bean, its agents, subcontractors, consultants, and employees, in a timely manner and at no charge, access to the Customer’s premises, office accommodation, data and other facilities as required by Beluga Bean including any such access as is specified by Beluga Bean;

(d)  provide to Beluga Bean in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or third party) required by Beluga Bean in connection with the Services and ensure that they are accurate and complete;

(e)  inform Beluga Bean of all health and safety and security requirements that apply at any of the Customer’s premises;

(f)  obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable Beluga Bean to provide the Services, including in relation to the installation of Beluga Bean’s Equipment, the use of all Customer Materials insofar as such licences, consents and legislation relate to the Customer’s business, premises, staff and equipment, in all cases before the date on which the Services are to start;

(g)  keep, maintain and insure Beluga Bean’s Equipment in accordance with Beluga Bean’s instructions from time to time and shall not dispose of or use Beluga Bean’s Equipment other than in accordance with Beluga Bean’s written instructions or authorisation;

If Beluga Bean’s performance of its obligations under these Terms is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants, or employees, then, without prejudice to any other right or remedy it may have, Beluga Bean shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.

Beluga Bean provides a range of services to improve business and life skills. These services include online communication, courses and content. All online communication, courses and content, including communication via email, text, or any social media platform including Beluga Bean Academy online, are for informational purposes only, and should not be regarded as advice or relied on by the Customer and Beluga Bean hereby excluded all liability for any loss or damage suffered by the Customer or any third party as a result of use of or reliance on such information.

Any costs of delivery for shall be agreed between the parties during the order process.

Risk in Products shall pass to the Customer upon delivery.

Title to physical Products shall not pass to the Customer until Beluga Bean has received payment in full in accordance with clause 10.

Until title to physical Products has passed to the Customer, the Customer shall store those Products separately from all other goods so they are readily identifiable, not remove, deface or obscure any identifying mark or packaging and maintain them in good condition.

Beluga Bean may make changes to the Products:

(a) to reflect changes in Applicable Laws and regulatory requirements; and
(b) to implement minor technical adjustments and improvements, for example to address a security threat. Such changes will not affect use of the Product.

Beluga Bean may from time to time update digital content in Products, provided that the digital content shall always materially match the description of it, that was provided to the Customer before purchase.

It is the parties’ commercial intention that the Transfer of Undertakings (Protection of Employment) Regulations 2006 or any equivalent legislation anywhere in the world including legislation elsewhere in the EEA implementing the Acquired Rights Directive (together referred to as “TUPE”) shall not apply to any transfer of the Services or any part of the Services from Beluga Bean to the Customer or to any replacement Beluga Bean of the Services on the expiry or termination of these Terms (in whole or in part), howsoever that occurs, and accordingly it is the parties’ intention that no key personnel shall transfer into the employment of the Customer or any replacement supplier.

The Customer shall not, without the prior written consent of Beluga Bean, at any time from the date of these Terms to the expiry of twelve (12) months after the termination of these Terms, solicit or entice away from Beluga Bean or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant, or subcontractor of Beluga Bean in the provision of the Services.

Any consent given by Beluga Bean in accordance with clause 8.1 shall be subject to the Customer paying to Beluga Bean a sum equivalent to 30% of the then current gross annual remuneration of Beluga Bean’s employee, consultant or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Customer to that employee, consultant or subcontractor.

Either party may propose changes to the scope or execution of the Services but no proposed changes shall come into effect until a Change Order has been agreed in writing by both parties. A Change Order shall be a document setting out the proposed changes and the effect that those changes will have on:

(a) the Services;
(b) Beluga Bean’s existing charges;
(c) the timetable of the Services; and
(d) any of the terms of these Terms.

If Beluga Bean wishes to make a change to the Services it shall provide a draft Change Order to the Customer.

If the Customer wishes to make a change to the Services:

(a) it shall notify Beluga Bean and provide as much detail as Beluga Bean reasonably requires of the proposed changes, including the timing of the proposed changes; and
(b) Beluga Bean shall, as soon as reasonably practicable after receiving the information at clause 9.3(a), provide a draft Change Order to the Customer.

If the parties:

(a) agree to a Change Order, they shall sign it and that Change Order shall amend these Terms; or
(b) are unable to agree a Change Order, the Terms shall continue without the requested changes until terminated in accordance with clause 14 .

Beluga Bean may charge for the time it spends on preparing and negotiating Change Orders which implement changes proposed by the Customer pursuant to clause 9.3 on a time and materials basis at Beluga Bean’s daily rates as notified to the Customer from time to time.

In consideration of the provision of the Products and Services by Beluga Bean, the Customer shall pay the Charges.

The Charges shall be payable within 14 calendar days of the date of the invoice submitted by Beluga Bean and in all cases before the relevant Product is delivered or Services commence, in particular:

(a) for Products containing digital content, in advance and such invoices must be paid before the Customer is granted access to view, download or stream them, except where payment is to be made by instalments and in such a case, payments must be made on or before the agreed instalment dates in an Order;
(b) for Services before Beluga Bean starts providing the service, except where payment is to be made by instalments and in such a case, payments must be made on or before the agreed instalment dates in the Order; and/ or
(c) for discounted bulk Services, before Beluga Bean starts providing the Services.

Where the Charges are calculated on a time and materials basis:

(a) Beluga Bean’s daily fee rates for each person and/ or team as available upon request are calculated on the basis of an eight-hour day, worked during Business Hours;
(b) Beluga Bean shall indicate the time spent per person and/ or team in its invoices.

The Charges exclude the following which shall be payable by the Customer monthly in arrears, following submission of an appropriate invoice:

(a) the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom Beluga Bean engages in connection with the Services; and
(b) the cost to Beluga Bean of any materials or services procured by Beluga Bean from third parties for the provision of the Services as such items and their cost are approved by the Customer in advance from time to time.

Beluga Bean may offer a discount when purchasing bulk Services. If this is the case, all such Services must be delivered within one calendar year of the date of the Order. Any Services not delivered within this one calendar year period will automatically expire, and the Customer will not be entitled to a refund. The price for all discounted Services must be paid up front, and in all cases prior to any of the Services being delivered.

Beluga Bean may increase the Charges on an annual basis with effect from each anniversary of the date of these Terms:

(a) based on the percentage increase in the Retail Prices Index (for Products) or Average Weekly Earnings Index (for Services) in the preceding 12-month period; and
(b) to account for increases to Beluga Bean’s materials, costs and expenses in providing the Products or Services, as notified to the Customer in writing no less than thirty (30) days prior to the renewal date.

The Customer shall make payments in cleared funds to a bank account specified in an Order or notified by Beluga Bean to the Customer from time to time.

Without prejudice to any other right or remedy that it may have, if the Customer fails to pay Beluga Bean any sum due under these Terms on the due date:

(a) the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause (a) will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%;
(b) Beluga Bean may suspend all or part of the Services until payment has been made in full.

All sums payable to Beluga Bean under these Terms:

(a) are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and
(b) shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

In relation to the Deliverables:

(a) Beluga Bean and its licensors shall retain ownership of all Intellectual Property Rights in the Deliverables; and
(b) Beluga Bean grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free revocable licence during the Term to copy use the Deliverables solely within in its business.

If a Product contains or consists of digital content, Beluga Bean shall grant the Customer a limited, revocable licence the right to access, view, download and/or stream it, for use within its business only. The Customer shall not be entitled to sell, copy, modify, alter or disclose any of our digital content to any third party.

In relation to the Customer Materials, the Customer:

(a) and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials; and
(b) grants Beluga Bean a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of these Terms for the purpose of providing the Services to the Customer.

Beluga Bean:

(a) shall retain ownership of all Intellectual Property Rights in documents, information, items and materials created by it at any time prior to entry into, or independently from these Terms;
(b) confirms that the receipt, use of the Deliverables by the Customer does not infringe any rights of third parties to the extent that infringement results from copying;
(c) shall not be in breach of clause 11.4(b), to the extent the infringement arises from:
(i) the use of the Customer Materials in the development of, or the inclusion of the Customer Materials in any Deliverable;
(ii) any modification of the Deliverables or Services, other than by or on behalf of Beluga Bean; and
(iii) compliance with the Customer’s specifications or instructions.

The Customer:

(a) warrants that the receipt and use of the Customer Materials in the performance of these Terms by Beluga Bean, its agents, subcontractors, or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party; and
(b) shall indemnify Beluga Bean in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Beluga Bean arising out of or in connection with any claim brought against Beluga Bean, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt or use in the performance of these Terms of the Customer Materials.

For the purposes of this clause 12, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This clause 12 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.

The parties have determined that for the purposes of Applicable Data Protection Laws Beluga Bean shall process the personal data as processor on behalf of the Customer in accordance with the then-current version of Beluga Bean’s privacy policy available here: https://belugabean.com/privacy-policy/ (Privacy Policy).

Should the determination in clause 12.3 change, the parties shall use all reasonable endeavours make any changes that are necessary to this clause 12.

Either party may, at any time on not less than 30 days’ notice, revise this clause 12 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to these Terms).

Subject to clause 13.4, Beluga Bean’s total liability to the Customer shall not exceed in aggregate an amount equal to the fees actually paid by the Customer under these Terms in the preceding twelve (12) calendar months.

Subject to clause 13.4, Beluga Bean shall not be liable to the Customer for loss of profits; loss of sales or business; loss of terms or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill; and indirect or consequential loss.

Beluga Bean has given commitments as to compliance of the Services with relevant specifications in clause 4 (Beluga Bean’s responsibilities). In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these Terms.

Nothing in these Terms limits any liability which cannot legally be limited, including liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; and breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

Beluga Bean shall be entitled to terminate these Terms for convenience by giving no less than thirty (30) days’ notice in writing to the Customer.

The Customer shall be entitled to terminate these Terms for convenience by giving no less than ninety (90) days’ notice in writing to Beluga Bean.

If the Customer terminates these Terms for any reason:

(a) they shall not expire until all active Orders have been fulfilled or Beluga Bean agrees to cease performance or delivery early; and
(b) Beluga Bean shall have no duty to provide a refund for Services that have not been performed.

Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving notice in writing to the other party if:

(a) the other party commits a material breach of any term of these Terms and (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so;
(b) the other party repeatedly breaches any of the terms of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Terms;
(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 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) 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) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(f) 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 (being a company) 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;
(g) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
(h) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within fourteen (14) days;
(k) 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 14.4(c) to clause (j) (inclusive);
(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(m) 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 these Terms is in jeopardy.

Without affecting any other right or remedy available to it, Beluga Bean may terminate these Terms with immediate effect by giving written notice to the Customer if:

(a) the Customer fails to pay any amount due under these Terms on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment; or
(b) there is a change of control (with ‘control’ having the meaning given in section 1124 of the Corporation Tax Act 2010) of the Customer.

Obligations

On termination or expiry of these Terms:

(a) the Customer shall immediately pay to Beluga Bean all of Beluga Bean’s outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, Beluga Bean may submit an invoice, which shall be payable immediately on receipt; and
(b) the Customer shall promptly return all of Beluga Bean’s Equipment. If the Customer fails to do so, then Beluga Bean may enter the Customer’s premises and take possession of Beluga Bean’s Equipment. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping.

Survival

(a) On termination or expiry of these Terms, the following clauses shall continue in force: clause 2 (Interpretation), clause 6 (Non-solicitation), clause 11 (Intellectual property rights), clause 12.5 (Confidentiality), clause 13 (Limitation of liability), clause 15 (Consequences of termination) and clause 18 (General).
(b) Termination or expiry of these Terms shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Terms which existed at or before the date of termination or expiry

Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation: acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic (but excluding the current ongoing COVID-19 pandemic); terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts; non-performance by Beluga Beans or subcontractors; and interruption or failure of utility service.

If a party is prevented, hindered, or delayed in or from performing any of its obligations under these Terms by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of these Terms or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than three (3) months, the party not affected by the Force Majeure Event may terminate these Terms by giving one (1) weeks’ written notice to the Affected Party.

These Terms is personal to the Customer and the Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms.

Beluga Bean may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under these Terms.

Confidentiality. Each party undertakes that it shall not at any time during these Terms, and for a period of five years after termination of these Terms disclose to any person any confidential information concerning the business, affairs, customers, clients or Beluga Beans of the other party.
Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Terms; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Terms.

Variation. Subject to clause 9 (Change control), no variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

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

Severance. If any provision or part-provision of the Terms is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Terms.

Entire Terms. These Terms constitutes the entire Terms between the parties and supersedes and extinguishes all previous terms, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.

Third Party Rights. These Terms does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

Notices. Any notice required to be given under these Terms shall be in writing and shall be delivered by email to the email address notified to each party by the other parties from time to time, which shall be deemed received at the time of transmission, subject to there being no automatically generated bounce back or failed delivery report. This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

Counterparts. These Terms may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one Terms.
Transmission of an executed counterpart of these Terms or the executed signature page of a counterpart of these Terms by fax or email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of these Terms. If this method of delivery is adopted, without prejudice to the validity of the Terms thus made, each party shall provide the others with the “wet-ink” counterpart as soon as reasonably possible thereafter.

Governing Law and Jurisdiction. The Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the law of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim arising out of or in connection with the Terms or its subject matter or formation.