Master Services and Subscription Terms
1. Overview
1.1. These Master Services and Subscription Terms (the "Terms") set out the basis on which Ripe Apple Ltd ("we", "us", "our") provides services to its business customers ("you", "your").
1.2. These Terms are intended for business customers only and do not apply to consumers.
1.3. By doing any of the following, you agree to be bound by these Terms and the applicable Services Engagement (defined below):
1.3.1. submitting or signing an order form, proposal, or Services Engagement document that references these Terms;
1.3.2. completing an online sign-up or checkout where these Terms are referenced or linked; or
1.3.3. accessing or using our Services after being made aware of these Terms.
1.4. If you do not agree to these Terms, you must not use our Services.
2. Who we are
2.1. Ripe Apple Ltd is a company registered in England and Wales with company number 16037605 and registered office at The Old Rectory, Church Street, Weybridge, Surrey KT13 8DE.
2.2. You can contact us about these Terms or our services at:
2.2.1. Email: partners@ripe-apple.com; and
2.2.2. Postal address: Ripe Apple Ltd, Sussex Innovation Centre, Science Park Square, Falmer, Brighton BN1 1SB.
2.3. When we refer to ‘Partners’ in these Terms, we are referring to one of the named partners of Ripe Apple Ltd (as set out on our website). Where we refer to ‘Associates’ we may refer to employees of Ripe Apple Ltd or subcontractors we use in the performance of some or all of the Services.
3. Structure of the Agreement
3.1. The Agreement with us consists of:
3.1.1. these Terms; and
3.1.2. one or more Services Engagements between you and us.
3.2. If there is any conflict between these Terms and a Services Engagement, the Services Engagement will take priority for that specific engagement.
4. Key definitions and interpretation
4.1. In these Terms:
4.1.1. “Affiliate” means in relation to a party, any other entity which directly or indirectly controls, is controlled by, or is under direct or indirect common control with that party from time to time.
4.1.2. “Agreement” means these Terms and the terms of any Service Engagement.
4.1.3. “Commencement Date” means the date of this Agreement.
4.1.4. “Confidential Information” means any information which a reasonable business person would consider to be confidential, however conveyed or presented, which is provided or made available to the Receiving Party under or in connection with this Agreement including (to the extent confidential) information relating to the other party’s (or its Affiliate’s) business, affairs, operations, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, Know-how, personnel, customers and/or suppliers, together with all information derived by the Receiving Party from such information.
4.1.5. “Contract Year” means each consecutive period of 12 months commencing from the Commencement Date.
4.1.6. “Customer Materials” means any of your policies and procedures, software, customer data, calculations, algorithms, methods, information and other materials created or supplied by you and made available to us for use in the Services.
4.1.7. "Deliverables" means any reports, documents, software, configurations, training materials or other outputs we create for you as part of the Services.
4.1.8. “Dispute Resolution Process” means the process set out in clause 26.
4.1.9. "Fees" means the fees payable for the Services as set out in the relevant Services Engagement.
4.1.10. “Force Majeure” means an event or sequence of events beyond a party’s reasonable control (which could not reasonably have been anticipated and avoided by a party) preventing or delaying it from performing its obligations under this Agreement, including war, revolution, terrorism, riot or civil commotion, or reasonable precautions against any such; strikes, lock outs or other industrial action, whether of the affected party’s own employees or others; blockage or embargo; acts of or restrictions imposed by government or public authority; explosion, fire, corrosion, flood, natural disaster, or adverse weather conditions. Force Majeure does not include inability to pay, mechanical difficulties, shortage or increase of price of raw materials, over-commitment or market or other circumstances which may make the terms of this Agreement unattractive to a party.
4.1.11. “Good Industry Practice” means in relation to any undertaking and any circumstances, the exercise of that degree of professionalism, skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or an internationally recognised company engaged in the same type of activity under the same or similar circumstances.
4.1.12. “Group” means in relation to a company, that company together with its affiliates, subsidiaries or holding companies.
4.1.13. “Intellectual Property Rights” means copyright, rights related to copyright such as moral rights and performers rights, patents, rights in inventions, rights in Confidential Information, Know-how, trade secrets, trade marks, geographical indications, service marks, trade names, design rights, rights in get-up, database rights, databases, data exclusivity rights, domain names, business names, rights in computer Software, the right to sue for infringement, unfair competition and passing off, and all similar rights of whatever nature wherever in the world arising and, in each case:
(a) whether registered or not;
(b) including any applications to protect or register such rights;
(c) including all renewals and extensions of such rights or applications;
(d) whether vested, contingent or future; and
(e) wherever existing.
4.1.14. “Know-how” means inventions, discoveries, improvements, processes, formulae, techniques, specifications, technical information, methods, tests, reports, component lists, manuals, instructions, drawings and information relating to customers and suppliers (whether written or in any other form and whether confidential or not).
4.1.15. "Project Services" means Services we provide on a defined, time-limited or project basis, as described in the relevant Services Engagement.
4.1.16. “Receiving Party” has the meaning given in clause 13.
4.1.17. “Restricted Person” means any person employed or engaged by either party at any time during the Term in senior sales, marketing, or operational roles who has or had material contact or dealings with the other party and any person employed or engaged by either party at any time during the Term in relation to the provision or receipt of the Services who has or had material contact or dealings with the other party.
4.1.18. "Services" means the services described in the applicable Services Engagement, which may include consultancy, software development, sales advisory, finance-related consultancy, leadership and management services, training, ongoing support and related services.
4.1.19. "Services Engagement" means:
(a) any order form, proposal, services engagement document or similar agreement signed or otherwise clearly accepted by you which references these Terms; or
(b) for online sign-ups, the order details presented to you during checkout or account creation (including plan type, subscription term, fees and key inclusions) together with any confirmation email we send you.
4.1.20. "Subscription Services" means Services we provide on a recurring basis for a recurring fee during a Subscription Term, as described in the relevant Services Engagement.
4.1.21. "Subscription Term" means the initial and any renewal period for the Subscription Services as set out in the relevant Services Engagement.
4.1.22. “Supplier Personnel” means an employee, worker, consultant or sub-contractor of the Supplier or of other Supplier Personnel (and so on) tasked with undertaking duties in connection with this Agreement.
4.1.23. “Term” means the period commencing on the Commencement Date and ending on expiry or termination of this agreement in accordance with clause 19.
4.1.24. “VAT” means United Kingdom value added tax and any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom.
4.2. Capitalised terms not defined in this section have the meaning given to them elsewhere in these Terms or in the relevant Services Engagement.
4.3. In this Agreement:
4.3.1. a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
4.3.2. a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
4.3.3. a reference to a gender includes each other gender;
4.3.4. a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;
4.3.5. words in the singular include the plural and vice versa;
4.3.6. any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
4.3.7. the table of contents, background section and any clause, schedule or other headings in this Agreement are included for convenience only and shall have no effect on the interpretation of this Agreement;
4.3.8. a reference to legislation includes all subordinate legislation made from time to time under that legislation; and
4.3.9. a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.
5. Services and Services Engagements
5.1. We will provide the Services described in each Services Engagement with reasonable skill and care and in accordance with these Terms.
5.2. Each Services Engagement forms a separate contract between the parties, incorporating these Terms.
5.3. Any dates, timelines, or milestones set out in a Services Engagement are estimates only unless expressly described as fixed.
5.4. Either party may propose changes to a Services Engagement. No change will be effective unless agreed in writing (which may include email) by both parties, and may result in adjustments to Fees, timelines, and Deliverables at our sole discretion.
6. Subscription Services
6.1. Where a Services Engagement specifies Subscription Services:
6.1.1. we will provide the Subscription Services during the applicable Subscription Term, subject to payment of the applicable Subscription Fees; and
6.1.2. the Subscription Services may include, for example, access to software, ongoing consultancy or coaching, a bundled number of monthly hours, support or advisory services, as described in the Services Engagement.
6.2. Unless otherwise stated in the Services Engagement:
6.2.1. the Subscription Services will start on the Subscription Start Date stated in the Services Engagement;
6.2.2. the Subscription Services will continue for the Initial Subscription Term and then automatically renew for successive quarterly periods (each a "Renewal Term") unless either party gives at least 30 days' written notice before the end of the then-current term.
6.3. If your use of the Subscription Services exceeds any agreed limits set out in a Services Engagement (for example, included hours, number of users, or other usage metrics), we may charge additional Fees at the rates set out in the Services Engagement or, if none are stated, at our standard rates in force at the time.
6.4. We may make non-material changes to the Subscription Services from time to time (for example, to improve performance or security), provided these do not materially reduce the overall functionality or value.
7. Our warranties
7.1. We warrant to you that:
7.1.1. we have the right, power and authority to enter into this Agreement, to grant to you the rights (if any) contemplated in this Agreement and to supply the Services;
7.1.2. the Services (and their use and receipt by you) do not and shall not infringe the Intellectual Property Rights of any third party; and
7.1.3. the Services will be performed:
(a) with all due skill, care and diligence; and
(b) so as to conform with all statutory requirements and applicable regulations relating to the provision of the Services;
7.2. We will not be liable under this clause 7 or be required to remedy any problem arising from or caused by your use of the Service in a manner other than as directed by us.
7.3. We do not warrant or represent that the Services will be free from errors and interruptions.
7.4. The warranties in this clause 7 are subject to you giving notice to us as soon as you are reasonably able to upon becoming aware of the breach of warranty. When notifying us of a breach you shall use reasonable endeavours to provide us with such documented information, details and assistance as we may reasonably request.
7.5. As far as is permitted by law, all conditions, warranties, representations or other terms that might otherwise be implied into this agreement are, to the fullest extent permitted by law, excluded from this Agreement (and any Services Engagement), including the conditions and term implied by sections 3 to 5 and 13 of the Supply of Goods and Services Act 1982.
8. Your warranties
8.1. You warrant to us that:
8.1.1. you have the right, power and authority to enter into this Agreement and to receive the Services;
8.1.2. any Customer Materials do not and shall not infringe the Intellectual Property Rights of any third party if used in accordance with this Agreement; and
8.1.3. you have in place appropriate virus protection and information security measures to protect its own systems and the date in your possession and control.
9. Project Services and acceptance
9.1. Where a Services Engagement specifies Project Services:
9.1.1. we will carry out the Project Services substantially in accordance with the description and any specification in the Services Engagement; and
9.1.2. if the Services Engagement includes Deliverables that require acceptance testing, you will review and test those Deliverables promptly following delivery.
9.2. Unless the Services Engagement sets out a different process:
9.2.1. you must notify us in writing within 14 business days of delivery of any material defects or non-conformities with the agreed specification; and
9.2.2. if you do not notify us within that period, the Deliverables will be deemed accepted.
9.3. If you notify us of material defects within the acceptance period, we will use reasonable efforts to correct those defects within a reasonable time and will resubmit the affected Deliverables for acceptance.
9.4. Minor issues or cosmetic defects that do not materially affect the core functionality of the Deliverables will not prevent acceptance.
10. Your responsibilities
10.1. You will:
10.1.1. provide us with timely access to appropriate personnel, information, systems, and premises as reasonably required to perform the Services;
10.1.2. ensure that all information and instructions you provide are complete, accurate, and not misleading;
10.1.3. carry out your responsibilities under each Services Engagement in a timely manner;
10.1.4. obtain and maintain any necessary approvals or consents from third parties, regulators, or internal stakeholders required for us to perform the Services; and
10.1.5. comply with any reasonable request made by us in relation to the Services.
10.2. We are entitled to rely on information, decisions, and approvals provided by you, and we will not be responsible for any delay, failure, or additional costs caused by your failure to meet your responsibilities.
10.3. Our non-performance of our obligations under this Agreement shall be excused if and to the extent:
10.3.1. that our non-performance results from your failure to perform one or more of the responsibilities set out in clause 10.1 above;
10.3.2. we provide you with written notice of such non-performance; and
10.3.3. we use commercially reasonable efforts to perform our obligations notwithstanding your failure to perform (with you reimbursing us for our reasonable and demonstrated additional expenses for such efforts provided such expenses are notified to you before they are incurred).
11. Fees, subscription charges and payment
11.1. You agree to pay the Fees set out in each Services Engagement.
11.2. Subscription Fees Unless the relevant Services Engagement states otherwise:
11.2.1. Subscription Fees are payable for the entire Subscription Term, regardless of actual usage, subject to any usage-based charges;
11.2.2. Subscription Fees will be invoiced in advance at such periods as specified in a Services Engagement; and
11.3. if you upgrade your subscription (for example, additional users, hours, or modules), we may charge a prorated amount for the remainder of the then-current term and adjust recurring Fees accordingly.
11.4. Project Fees Unless the relevant Services Engagement states otherwise:
11.4.1. time and materials work will be charged at our standard rates or the rates set out in the Services Engagement; and
11.4.2. we will invoice monthly in arrears for time and materials work and on the agreed milestones or dates for fixed-price work.
11.5. Expenses
11.5.1. You will reimburse us for reasonable, properly documented out-of-pocket expenses incurred in performing the Services, where such expenses are authorised in the Services Engagement or otherwise agreed in advance.
11.6. Payment terms
11.6.1. Unless stated otherwise in the Services Engagement, invoices are payable within 30 days of the invoice date.
11.6.2. All Fees payable to us by you under this Agreement:
(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).
11.6.3. If sums due this Agreement are not paid in full by the due date:
(a) the Supplier may, without limiting its other rights, charge interest on such sums at 4% a year above the base rate of Natwest Bank PLC from time to time in force; and
(b) interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.
12. Intellectual property
12.1. Unless expressly stated otherwise in a Services Engagement:
12.1.1. all Intellectual Property Rights in our pre-existing materials, methodologies, tools, templates, software, code libraries, frameworks, and know-how ("Our Background IP") remain our property; and
12.1.2. all Intellectual Property Rights in any Deliverables that are generic tools, frameworks, methodologies, templates, or code components capable of reuse in our wider business will be owned by us as part of Our Background IP.
12.2. Subject to full payment of all Fees for the relevant Services, we shall grant you a non-exclusive, non-transferable, worldwide licence to use the Deliverables for your internal business purposes only, in accordance with any usage restrictions set out in the relevant Services Engagement.
12.3. If a Services Engagement states that specific Deliverables are to be owned by you, we will grant or assign such rights as expressly set out in that Services Engagement, provided that:
12.3.1. we retain ownership of and the right to use any of Our Background IP; and
12.3.2. we may continue to use any general ideas, know-how, and skills developed during the engagement, provided this does not disclose your Confidential Information.
12.4. You must not remove any proprietary notices from the Deliverables or use the Deliverables in a manner that infringes our or any third party's Intellectual Property Rights.
12.5. To the extent that the Services make use of any Customer Materials supplied by you, you shall indemnify us against all losses incurred by us as a result of any claim that the supply, receipt, or use of the Customer Materials infringes the Intellectual Property Rights of any third party.
13. Confidentiality
13.1. Each party (the Receiving Party) agrees that it may use the other party’s Confidential Information only to the extent reasonably necessary for the exercise of its rights and performance of its obligations under this Agreement and that it shall not disclose the other party’s Confidential Information except in accordance with this clause 13.
13.2. The Receiving Party may disclose the other party’s Confidential Information to those of its employees, officers, advisers, agents or representatives who need to know the other party’s Confidential Information in order to exercise the Receiving Party’s rights or perform its obligations under this Agreement provided that the Receiving Party shall ensure that each such person to whom Confidential Information is disclosed is aware of its confidential nature and complies with this clause 13 as if it were the Receiving Party
13.3. The Receiving Party may disclose any Confidential Information required by law, any court, any governmental, regulatory or supervisory authority (including any regulated investment exchange) or any other authority of competent jurisdiction.
13.4. The Receiving Party shall indemnify, keep indemnified and hold harmless the other party from and against any and all liabilities, claims, fines, demands, damages, losses or expenses (including legal and other professional advisers’ fees and disbursements), interest and penalties which they may incur or suffer as a result of, or arising from, any breach of the obligations under this clause 13.
13.5. In the event of termination or expiry of this Agreement for any reason, each party shall return (or, at the request of the party who originally disclosed the Confidential Information, destroy) all Confidential Information of the other party in its possession or under its control and all copies of such information.
13.6. This clause 13 shall bind the parties during the Term and for a period of two years following termination or expiry of this Agreement.
14. Data protection
14.1. We will only process any personal data under your explicit written instructions. You warrant to us that you have in place all appropriate consents or notices required to enable us to lawfully handle, access or otherwise process personal data for the purpose of fulfilling the Services Engagement(s).
14.2. Each party will comply with applicable data protection laws in relation to any personal data processed under these Terms, including in line with our privacy policy which can be found at https://www.ripe-apple.com/legal/privacy-policy.
14.3. Where we process personal data on your behalf as a processor (as defined in the UK GDPR), the parties will enter into a separate data processing agreement as required by applicable law, which will form part of these Terms.
14.4. Where we use Associates to deliver all or some of the Services under any Services Engagements, we shall ensure that we have in place appropriate data processing clauses to enable lawful processing of personal data (where required).
15. Change control
15.1. Where either of us wishes to make a change to this Agreement, whether in order to include an additional Service, function or responsibility to be performed by us to you under this Agreement, to amend the Services or otherwise, you may at any time request, and we may at any time recommend, such change and a Change Request shall be submitted by the party requesting the change to the other party. Such change shall be agreed by the parties only once the Change Request is signed by both parties.
15.2. Until a change is made in accordance with this clause 15, we both shall, unless otherwise agreed in writing, continue to perform this Agreement in compliance with its terms prior to such change.
16. Professional, financial and outcome disclaimers
16.1. Our consultancy, sales, finance-related, leadership, and management advice is provided for general business guidance and decision support only. You remain responsible for your own business decisions and for complying with all applicable laws and regulations.
16.2. Unless clearly stated otherwise in a Services Engagement and permitted by law, nothing in the Services or Deliverables constitutes:
16.2.1. regulated investment, tax, or financial advice;
16.2.2. a recommendation to enter into any specific transaction; or
16.2.3. a guarantee of any particular commercial outcome, revenue, profit, or performance.
16.3. You should obtain appropriate independent professional advice (legal, accounting, tax, regulatory, financial, or other) before relying on any Deliverables for critical decisions.
17. Limitation of liability
17.1. Nothing in these Terms limits or excludes either party's liability for:
17.1.1. death or personal injury caused by negligence;
17.1.2. fraud or fraudulent misrepresentation; or
17.1.3. any other liability that cannot lawfully be limited or excluded.
17.2. Subject to clause 17.3, neither party will be liable to the other for:
17.2.1. loss of profits, revenue, or anticipated savings;
17.2.2. loss of business, opportunities, or goodwill;
17.2.3. loss or corruption of data; or
17.2.4. any indirect or consequential loss or damage, in each case whether arising in contract, tort (including negligence), or otherwise.
17.3. Subject to clauses 17.1 and 17.2, our total aggregate liability arising out of or in connection with these Terms and all Services Engagements in any 12-month period will be limited to the total Fees paid by you under the relevant Services Engagement(s) in that 12-month period.
17.4. Unless you notify us that you intend to make a claim in connection with this Agreement within the notice period, we shall have no liability for that claim. The notice period shall start on the day on which you became, or ought reasonably to have become, aware of having grounds to make a claim and shall expire 6 months from that date. The notice must be in writing and must identify the grounds for the claim in reasonable detail.
18. Insurance
18.1. We will maintain appropriate professional indemnity and other insurances in connection with the Services in accordance with industry practice and applicable law and will provide evidence of such cover on reasonable request.
19. Term and termination
19.1. These Terms start on the date you first agree to them in accordance with clause 1.3 and continue until terminated in accordance with this clause.
19.2. Either party may terminate these Terms for convenience by giving 90 days' written notice. Termination of these Terms will not automatically terminate any active Services Engagement; those will continue until they expire or are terminated in accordance with their terms or in accordance with clause 19.4 below.
19.3. Either Party may terminate this Agreement at any time by giving notice in writing to the other party if:
19.3.1. the other party commits a material breach of this Agreement and such breach is not remediable;
19.3.2. the other party commits a material breach of this Agreement which is not remedied within thirty calendar days of receiving written notice of such breach; or
19.3.3. the other party becomes insolvent, enters into liquidation or administration, or ceases (or threatens to cease) to carry on business.
19.4. Either party may terminate any Services Engagement (or these Terms as a whole) immediately by written notice if the other party:
19.4.1. commits a material breach of these Terms or that Services Engagement which, if capable of remedy, is not remedied within 30 days of written notice; or
19.4.2. becomes insolvent, enters into liquidation or administration, or ceases (or threatens to cease) to carry on business.
19.5. For Subscription Services, and unless otherwise stated in the relevant Services Engagement:
19.5.1. you may terminate the Subscription Services with effect from the end of the then-current Subscription Term by giving the notice period specified in clause 6.2(b); and
19.5.2. prepaid Subscription Fees are non-refundable, except where you terminate due to our uncured material breach under clause 16.3, in which case we will refund any prepaid Subscription Fees covering the period after the effective date of termination.
19.6. For Project Services, unless otherwise stated in the relevant Services Engagement, either party may terminate the Project Services for convenience on 30 days' written notice. You will pay for all Services performed and expenses incurred up to the effective date of termination, plus any non-cancellable commitments.
19.7. On termination of these Terms or any Services Engagement:
19.7.1. you will pay us all outstanding Fees and expenses due up to the effective date of termination;
19.7.2. any licences granted to you under clause 12 in respect of Deliverables already provided will terminate; and
19.7.3. each party will, at the other's request, return or securely delete the other party's Confidential Information, subject to any legal or regulatory retention requirements.
19.8. Termination or expiry of this Agreement for whatever reason shall not operate to affect any provisions that expressly or by implication survive termination or expiry.
19.9. Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry
20. Non-solicitation
20.1. In order to protect the legitimate business interests of each party, during the Term and for a period of six months thereafter (Restricted Period) neither party shall, either directly or indirectly, by or through itself, its Affiliate, its agent or otherwise, or in conjunction with its Affiliate, its agent or otherwise, whether for its own benefit or for the benefit of any other person:
20.1.1. solicit, entice or induce, or endeavour to solicit, entice or induce, any Restricted Person of the other party with a view to employing or engaging the Restricted Person, or
20.1.2. employ or engage, or offer to employ or engage a Restricted Person of the other party, without the prior written consent of the other party.
20.2. Notwithstanding clause 20.1 either party may employ or engage any Restricted Person of the other party who has responded directly to a bona fide recruitment drive either through a recruitment agency engaged by the relevant party or via an advertisement placed publicly by the relevant party (either in the press, social media, online or in trade and industry publications).
20.3. In the event of a breach of clause 20.1 which results in a Restricted Person leaving the relevant party and being employed or engaged by the party in breach the party in breach shall pay to the other party by way of liquidated damages an amount equivalent to £150,000, representing a true estimate of loss.
20.4. The provisions in clause 20.3 shall be without prejudice to a party’s right to claim damages in addition to the liquidated damages, or to terminate this Agreement in accordance with any rights that may be available to it for breach of this clause 20, or claim injunctive relief.
21. Further assurance
21.1. Each party shall, at the request of the other party, and at the cost of the requesting party, do all acts and execute all documents which are necessary to give full effect to this Agreement.
22. Notices
22.1. Any notice or other communication given by a party under this Agreement shall be:
22.1.1. in writing and in English;
22.1.2. signed by, or on behalf of, the party giving it (except for notices sent by email); and
22.1.3. sent to the relevant party at the address set out in clause 22.3.
22.2. Notices may be given, and are deemed received:
22.2.1. by hand: on receipt of a signature at the time of delivery;
22.2.2. by post: at 9.00 am on the second Business Day after posting; and
22.2.3. by fax: on receipt of a transmission report from the correct number confirming uninterrupted and error-free transmission; and
22.2.4. by email: on receipt of an email from the correct address.
22.3. Notices shall be sent to the address (or email address) set out in a Services Engagement.
22.4. This clause does not apply to notices given in legal proceedings or arbitration.
23. Force majeure
23.1. A party shall not be liable if delayed in or prevented from performing its obligations under this Agreement due to Force Majeure, provided that it:
23.1.1. promptly notifies the other of the Force Majeure event and its expected duration; and
23.1.2. uses reasonable endeavours to minimise the effects of that event.
23.2. If, due to Force Majeure, a party:
23.2.1. is unable to perform a material obligation; or
23.2.2. is delayed in or prevented from performing its obligations for a continuous period of more than 20 Business Days, the other party may terminate this Agreement on not less than four weeks’ written notice.
24. General
24.1. Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to a group company or in connection with a merger or sale of our business.
24.2. Subcontracting: We may use our Associates to deliver some or all of the Services under one or more Services Engagements, but we remain responsible for their performance.
24.3. Entire agreement: These Terms and all applicable Services Engagements constitute the entire agreement between the parties in relation to their subject matter and supersede all previous agreements, understandings, or arrangements.
24.4. Severance: If any provision of these Terms is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will remain in full force.
24.5. Waiver: A failure or delay by either party to exercise any right or remedy under these Terms does not constitute a waiver of that right or remedy.
24.6. Third Party Rights: A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement.
24.7. Counterparts: This Agreement may be signed in any number of counterparts and by the parties on separate counterparts, each of which when signed and dated shall be an original, and such counterparts taken together shall constitute one and the same agreement. This Agreement shall not be effective until each party has signed one counterpart.
24.8. Updates to these Terms: We may update these Terms from time to time by publishing a revised version of these Terms on our website. Your continued use of our Services (including through any Services Engagement) shall constitute acceptance of any revised Terms.
25. Compliance with law
25.1. Each party shall comply and (at its own expense unless expressly agreed in writing otherwise) ensure that in the performance of its duties under this Agreement, its employees, agents and representatives will comply with all applicable laws and regulations, provided that neither party shall be liable for any breach of this clause 25 to the extent that such breach is directly caused or contributed to by any breach of this Agreement by the other party (or its employees, agents or representatives)
26. Governing law and dispute resolution
26.1. These Terms and any dispute or claim arising out of or in connection with them will be governed by and construed in accordance with the laws of England and Wales.
26.2. Any dispute arising between the parties out of or in connection with this Agreement shall be dealt with in accordance with the provisions of this clause 26.
26.3. The Dispute Resolution Process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice must include reasonable information as to the nature of the dispute.
26.4. The parties shall use reasonable endeavours to reach a negotiated resolution through the following procedure:
26.4.1. Within seven days of service of the notice, the partners / directors of the parties shall meet to discuss the dispute and attempt to resolve it.
26.5. The specific format for the resolution of the dispute under clause 26.4.1 will be left to the reasonable discretion of the parties, but may include the preparation and submission of statements of fact or of position.
26.6. If the dispute has not been resolved within fourteen days of the first meeting of the directors (or equivalent) under clause 26.4.2, then the matter may be referred to mediation in accordance with the London Court of International Arbitration Mediation Rules.
26.7. Nothing in this clause 28 prevents the parties from issuing formal legal proceedings.
27. Jurisdiction
27.1. Subject to clause 26, the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).
28. Entire agreement
28.1. This Agreement constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
28.2. Nothing in this Agreement purports to limit or exclude any liability for fraud.