Terms UK

Last updated: September 8, 2021
  • THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY).

    1. Interpretation

  • The following definitions and rules of interpretation apply in these Conditions.

    1.1 Definitions

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


  • Fees: the fees payable by the Customer for the supply of the Talon.One Services in accordance with clause 6.


  • Commencement Date: has the meaning given in clause 2.5.


    Conditions: these terms and conditions as amended from time to time in accordance with clause 12.5.


    Contract: the contract between Talon.One and the Customer for the supply of Talon.One Services in accordance with these Conditions.


    Customer: the person or firm who purchases Talon.One Services from Talon.One.


    Customer Default: has the meaning set out in clause 5.2.


    Data Protection Agreement: the agreement regarding the processing of personal data into which the Customer and Talon.One will enter at the beginning of the Contract.


    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.


    Order: the Customer's order for Talon.One Services via an Order Form or via a Web Application Order. 


    Order Form: the Customer’s order for Talon.One Services via a written order.


    Talon.One Services: the online and software based products and services to maintain, monitor and automate voucher codes, discounts, loyalty programs, customer referral campaigns and related products and services supplied by Talon.One to the Customer as set out in the Specification.


    Specification: the description or specification of Talon.One Services in the respective service and product descriptions, special contract conditions, individual subjects of performance and/or services, order forms and/or price lists in effect at the time the Contract was concluded. 


    Talon.One: Talon.One UK Ltd, registered in England and Wales with company number 13473145.


    Talon.One Self Service Portal: Talon.One’s online portal for which access is granted after acceptance of email invitation and provision of correct URL.


    Web Application Order: the Customer's order for Services via Talon.One’s online portal (“Talon.One Self Service Portal”) by using the respective order form within the web application.


    1.2 Interpretation

    (a)
    A reference to legislation or a legislative provision:

    (i)
    is a reference to it as amended, extended or re-enacted from time to time; and

    (ii)
    shall include all subordinate legislation made from time to time under that legislation or legislative provision.

    (b)
    Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

    (c)
    A reference to writing or written includes fax and email. 

2. Basis of contract

  • 2.1
    The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions. The Customer is bound by the Order for a period of two (2) weeks after making the Order.


  • 2.2
    Any samples, drawings, descriptive matter or advertising issued by Talon.One, and any descriptions or illustrations contained in Talon.One's catalogues or brochures or on its website, are issued or published for the sole purpose of giving an approximate idea of the Talon.One Services described in them. They shall not form part of the Contract or have any contractual force. 


  • 2.3
    These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.


  • 2.4
    Any quotation given by Talon.One shall not constitute an offer, and is only valid for a period of 14 Business Days from its date of issue or until the validity date stated in the Order Form.


    2.5
    The Contract  between Talon.One and the Customer shall come into   existence (Commencement Date) either upon Talon.One confirming an Order Form in writing, upon the Customer using the Web Application Form via Talon.One’s online portal, or upon Talon.One delivering or performing Talon.One Services towards the Customer.


    (a) Order Form
    In order to conclude the Contract via an Order Form, the Customer must send the signed Order Form to Talon.One by fax or by email. Talon.One shall not be obliged to accept the Order Form and is entitled to reject such Order without stating reasons.


    (b) Web Application Order
    In order to conclude the Contract via the Talon.One Self Service Portal, theCustomer must register itself online with Talon.One. It is required for Talon.One to  confirm  such  registration by sending a confirmation email or verbal confirmation by phone, each by using the respective contact details (email address  /   phone   number)  that   was   provided by  the  Customer.   A  right to registration does not exist; Talon.One expressly reserves the right to reject a registration without stating reasons. The Customer’s Talon.One user account will be activated once the Customer clicks on the activation link. The user account is non-transferable. The Customer must keep the password secret and protect it against any wrongful use by unauthorised third parties.


    2.6
    The Customer can order Talon.One Services via its user account. Talon.One offers subscriptions for its Talon.One Services. The details for subscriptions can be found within the Customer’s account or on the Order Form.


    (a) Subscriptions
    Unless  otherwise provided in the Order Form or Web Application Order, Talon.One Services are purchased as subscriptions. Further subscriptions maybe added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and any added subscriptions will terminate on the same date   as the underlying subscriptions. To order a subscription, the Customer must click on the button “Buy” (or any similar or synonymous expression) or sign the provided Order Form to make a bindingOrder for the relevant Talon.One Services. Talon.One will confirm the receipt of the Order via email.   However, such confirmation does not constitute   an acceptance of the Order. The Contract between the Customer and Talon.One will be concluded by Talon.One’s express acceptance of the Order in writing, via email or by making the Talon.One Services available. Talon.One is not obliged to accept the Order.


    (b) Usage Limits
    Talon.One Services are subject to usage limits, including, for example, the quantities specified in the Order Form or Web Application Order,   unless otherwise specified or agreed. Talon.One Service may not be active for more than the respective usage limit. If the Customer exceeds a contractual usage limit, Talon.One is entitled to charge additional quantities accordingly.


    (c) Free Trial
    Talon.One may offer a free trial period to new Customers. The free trial period is available  only once to any one Customer. Length of the free trial will  be communicated by Talon.One. The detailed terms for such free trial are available in the Customer’s account. If the new Customer does not order Talon.OneServices within the communicated trial period against payment, they will not be entitled to continue the use of the Talon.One Services after expiry of the free trial   period.   The   Customer   is   aware   that   contractual   declarations   (e.g.confirmation   emails,   amendments   to   the   Conditions   as   well   as   other notifications) may be sent via email.

3. Supply of Services

  • 3.1
    Talon.One shall supply the Talon.One Services to the Customer in accordance with theSpecification in all material respects.


  • 3.2
    Talon.One reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Talon.One Services, and Talon.One shall notify the Customer in any such event. Talon.One also reserves the right to make technical changes and improvements to the Talon.One Services within a reasonable scope.


  • 3.3
    Talon.One warrants to the Customer that the Talon.One Services will be provided using reasonable care and skill.


    3.4
    Talon.One is entitled to use third parties as agents in order to carry out and/or fulfil all or part of its contractual obligations.

4. Availability, Changes of Services

  • 4.1
    Unless expressly specified Talon.One offers the Talon.One Services on the basis of what is currently technically, economically and operationally possible and/or reasonable.


  • 4.2
    The Customer accepts that uninterrupted availability of the Talon.One   Services   is technically not possible and cannot be reasonably guaranteed. The Talon.One Services shall be available at least 99,9% of the annual mean. Hereof excluded are times during which Talon.One Services may be interrupted or disrupted by circumstances beyondTalon.One’s reasonable control, including but not limited to acts of third parties that do not act on Talon.One’s behalf, technical conditions of the internet that Talon.One cannot influence or force majeure events. If such circumstances interfere with the availability, quality or functionality of the Talon.One Services, this does not constitute a breach of the Contract by Talon.One.


  • 4.3
    Talon.One shall notify the Customer about planned downtimes or restrictions on the availability of the Talon.One Services within a reasonable period of time. The Customer shall have no claims against Talon.One based on such circumstances.


  • 4.4
    In case of unforeseen events, Talon.One is entitled to suspend the Talon.One Services for maintenance or repair purposes if this is necessary to ensure the proper operation of the Talon.One Services.


  • 4.5
    Taking into account the Customer’s interest in the Talon.One Services,  Talon.One reserves the right to change, alter, limit or discontinue Talon.One Services, in particular if this is reasonably necessary to prevent abuse of Talon.One Services or to comply with legal requirements. Talon.One shall notify the Customer of any such measure with a notice period of three (3) weeks. In such event, the Customer is entitled to request a price adjustment or to terminate the Contract, provided that contractual use of theTalon.One Services is significantly impaired. Talon.One is entitled at any time, and without an obligation to notify the Customer, to improve, adjust, extend and/or to adapt the Talon.One Services to the technical progress, provided that the material content of the Talon.One Services is maintained.

5. Customer's obligations

  • 5.1
    The Customer shall:


  • (a)
    keep the passwords and login data provided by Talon.One for access to theTalon.One Services confidential and inform Talon.One immediately as soon asthe Customer becomes aware of unauthorised third parties gaining access tothese passwords. If, due to the Customer’s fault, unauthorised third parties useany Talon.One Services by using the passwords, the Customer is liable toTalon.One for usage fees and damages;


  • (b)
    not make the software provided by Talon.One available to any third parties;


  • (c)
    not modify, translate, reverse engineer, decompile, disassemble or otherwise create derivative works from the Talon.One software or documentation;


  • (d)
    not transfer, lend, rent, lease, distribute the software provided by Talon.One or the Talon.One Services, or use them for providing services to a third party, or grant any rights in and to the Talon.One software or documentation to a third party in any form, without Talon.One’s express prior written and unless all respective fees have been paid and all of Talon.One’s other conditions have been met;


  • (e)
    not remove, modify or make illegible the labels, markers or   designations regarding  any Intellectual Property Rights of the Talon.One software or documentation;


  • (f)
    use the HTML (Hypertext Markup Language), JavaScript or other program code provided by Talon.One without any modifications for its intended use;


  • (g)
    if Talon.One has protected its Talon.One Services by technical means (e.g. security codes, firewalls, etc.), not circumvent or remove such   security measures.


  • (h)
    protect its own data by taking appropriate measures and by regularly making backups of its data;


  • (i)
    follow Talon.One’s instructions as well as the protocols and specifications as requested by Talon.One with regard to the   telecommunication/data transmission


  • (j)
    upon receipt of the Talon.One Services, immediately notify Talon.One in writing of any obvious   defects. The Customer shall provide Talon.One   with all documents necessary for the analysis and debugging attempts   and shall provide Talon.One with access to the Customer’s servers, if necessary.

    (k)
    confirm,  represent  and  warrant  that  all  personal  as  well  as  other relevant  contractual  information  provided  by  the  Customer during the  conclusion  of  the  Contract  is  true,  complete  and correct. The Customer  is  responsible  for  any  disadvantages  or  damages incurred  as  a  result  of  providing  false,  incorrect,  incomplete or outdated information. The Customer is obliged to promptly inform Talon.One  about  any  changes  to  this  data  and/or  to  update altered  data  in  its  user account.


  • 5.2
    If Talon.One's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):


  • (a)
    without limiting or affecting any other right or remedy available to it, Talon.One shall have the right to suspend performance of the Talon.One Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Talon.One's performance of any of its obligations;


  • (b)
    Talon.One shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Talon.One's failure or delay to perform any of its obligations as set out in this 75.2; and


  • (c)
    the Customer shall reimburse Talon.One on written demand for any costs or losses sustained or incurred by Talon.One arising directly or indirectly from theCustomer Default.

6. Fees, Payment

  • 6.1
    The Fees for the Talon.One Services are set out in the applicable Order Form, WebApplication Order or Talon.One’s current valid price lists. All   Fees are in pound sterling, unless another currency is explicitly agreed. Unless explicitly stated otherwise, all Fees are quoted exclusive of the statutory value-added tax (VAT) applicable at the time. Talon.One will invoice the Customer in advance and otherwise in accordance with the relevant Order Form. If the Customer places a Web Application Order via its customer account in the Talon.One Self Service Portal, Talon.One accepts the payment methods as shown in the customer account (e.g. payment by credit card). When paying by credit card, the credit card on file will be charged with the amount indicated on theOrder.


  • 6.2
    Invoices will be sent to the Customer via mail or in electronic form, unless expressly agreed otherwise.


  • 6.3
    The Customer shall pay each invoice submitted by Talon.One:


  • (a)
    within 14 days of the date of the invoice (unless stated differently in the applicable Web Application Order or Order Form); and


  • (b)
    in full and in cleared funds to a bank account nominated in writing by Talon.One, and


  • (c)
    without deductions created by bank charges using SWIFT payment instruction“SHA” or “BEN” (i.e. Customer shall choose “OUR”), and time for payment shall be of the essence of the Contract.


  • 6.4
    If the Customer fails to make a payment due to Talon.One under the Contract by the due date, then, without limiting Talon.One's remedies under clause 10., 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 6.4 will accrue each day at 84% 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%.


  • 6.5
    All amounts due under the Contract shall be paid in full without any set-off, counter claim, deduction or withholding (other than any deduction or withholding of tax as required bylaw).


  • 6.6
    Further claims and rights to which Talon.One may be entitled in this respect shall remain unaffected.


  • 6.7
    Even if the Customer does not use the provided Talon.One Services, the Customer is still obliged to pay the agreed fees.


  • 6.8
    As long as Talon.One carries out its Talon.One Services during the term of the Contract,Talon.One is entitled to change the Fees at any time with a six (6) week notice to the beginning of each calendar month by notifying the Customer in writing. If such changes exceed 10% of the agreed fees for the Talon.One Services provided under the Contract, the Customer has the right to terminate the Contract within four (4) weeks from the date of notification of Fee increase. In case the Customer terminates the Contract, Talon.One is entitled to revoke the proposed increase at its sole discretion. If the Customer does not terminate the Contract within four (4) weeks from the date of notification of the Fee increase, the higher Fees are deemed to be accepted.


  • 6.9
    Any complaints relating to an invoice must be submitted to Talon.One in writing or by email to billing.uk@talon.one within four (4) weeks upon  receipt  of  the  respective invoice. If no such complaint has been made within four (4) weeks upon receipt of invoice, the invoice is deemed to be accepted. Talon.One will notify the Customer in the invoice about the consequences of failing to submit a timely complaint.

7. Intellectual property rights

  • 7.1
    All Intellectual Property Rights in or arising out of or in connection with the Talon.One Services, as well as other services that are provided under the Contract, including source codes, databases, hardware and/or any other material (e.g. documentations, developments, functions, report templates, preparatory material, etc.), shall be owned by Talon.One.


  • 7.2
    Talon.One grants to the Customer the simple and non-exclusive, non-transferable and non-sub licensable right to use the Talon.One Services during the term of the Contract, insofar as this is necessary to use the Talon.One Services according to the respectiveOrder Form or Web Application Order. The right of use shall expire with the termination of the Contract for whatsoever reason.


  • 7.3
    Information which may require to achieve interoperability with other programs created independently can be purchased from Talon.One for a fee based on the current price list upon request.


  • 7.4
    The Customer undertakes to not violate any applicable laws, in particular third party rights (e.g. copyrights, personality rights, intellectual property rights) or the terms of the Contract while using the Talon.One Services. Insofar, the Customer shall indemnify Talon.One regarding any and all third party claims (including but not limited to all costs and expenses, incl. reasonable legal fees) that are being asserted against Talon.One.


  • 7.5
    Unless otherwise agreed between the parties, Talon.One is entitled to refer to the collaboration with the Customer and the Talon.One Services and to depict the Customer’s logo for self-promotional purposes.


  • 7.6
    The Customer shall not sub-license, assign or otherwise transfer the rights granted in 7.2.

8. Data protection

  • 8.1
    The Customer shall comply with the applicable data protection law   and the Data Protection Agreement when using the Talon.One Services.


  • 8.2
    The Customer shall ensure that its websites and apps clearly provide appropriate and sufficiently prominent notice to users regarding the collection, processing and use of tracking data by Talon.One. The Customer shall ensure that the websites and apps provide facilities for users to opt out of tracking.   If a user opts out, the tracking mechanisms provided by Talon.One must be fully disabled. At a minimum, a privacy policy should be available on the Customer’s website or from inside the app complying with these requirements.


  • 8.3
    Talon.One will comply with its privacy policy (https://www.talon.one/privacy-policy) and all applicable data protection legislation when processing personal data.

9. Limitation of liability:

  • THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

    9.1
    References to liability in this  clause 9 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.


    9.2
    Talon.One does not assume any liability for any damages resulting from a usage other than the intended use of the Talon.One Services. The same applies to any damages resulting from a usage that is not in accordance with Talon.One’s instructions and recommendations or any other unauthorised usage.


    9.3
    Talon.One does not assume any liability for any disturbances, limitations, interruptions or disruptions of the Talon.One Services which are caused by circumstances beyondTalon.One’s reasonable control.


  • 9.4
    Nothing in this clause 9 shall limit the Customer's payment obligations under the Contract.


  • 9.5
    Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.


    9.6
    Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

    (a)
    death or personal injury caused by negligence;

    (b)
    fraud or fraudulent misrepresentation; and

    (c)
    breach of the terms implied by section 2 of the Supply of Goods and ServicesAct 1982 (title and quiet possession).


  • 9.7
    Subject to clause 9.5 (No limitation in respect of deliberate default), and clause 9.6 (Liabilities which cannot legally be limited), Talon.One's total liability to the Customer for all loss or damage shall not exceed £25,000.00 per  incident  of  damage and £50,000.00 per Contract.

    9.8
    Subject to clause 9.5 (No limitation in respect of deliberate default), clause 9.2 (No limitation of customer's payment obligations) and clause 9.6 (Liabilities which cannot legally be limited), this clause 9.8 sets out the types of loss that are wholly excluded:

    (a)
    loss of profits.

    (b)
    loss of sales or business.

    (c)
    loss of agreements or contracts.

    (d)
    loss of anticipated savings.

    (e)
    loss of use or corruption of software, data or information.

    (f)
    loss of or damage to goodwill; and

    (g)
    indirect or consequential loss.

  • 9.9
    Talon.One has given commitments as to compliance of the Talon.One Services with relevant specifications in clause 3. 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 the Contract.

    9.10
    Unless the Customer notifies Talon.One that it intends to make a claim in respect of an event within the notice period, Talon.One shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 6months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

  • 9.11
    This clause 9 shall survive termination of the Contract.

10. Termination

  • 10.1
    The term of the Contract is determined in the Order Form or Web Application Order. Each party has the right to terminate the Contract by giving 30 days’ notice to the end of the agreed term. If such notice is not given, the Contract will be automatically renewed for the same term as agreed, unless terminated or ended otherwise under this clause 10.

    10.2
    Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

    (a)
    the  other  party  commits  a  material  breach  of  any  term  of  the Contract  and  (if  such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so.

    (b)
    the  other  party  takes  any  step  or  action  in  connection  with  its entering  administration, provisional liquidation or any composition or arrangement with its creditors  (other  than  in  relation  to  a  solvent restructuring),  applying  to  court  for  or  obtaining  a  moratorium under  Part  A1  of  the  Insolvency  Act  1986,  being  wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring),  having  a  receiver  appointed  to  any  of  its assets  or ceasing  to  carry  on  business  or,  if  the  step  or  action  is taken  in another  jurisdiction, in connection with any analogous   procedure in  the relevant jurisdiction;

    (c)
    the  other  party  suspends,  or  threatens  to  suspend,  or  ceases  or  threatens  to  cease to carry on all or a substantial part of its business; or

    (d)
    the  other  party's  financial  position  deteriorates  to  such  an  extent  that  in  the  terminating  party's  opinion  the  other  party's  capability  to  adequately  fulfil  its  obligations under the Contract has been placed in jeopardy.

    10.3
    Without affecting any other right or remedy available to it, Talon.One may terminate the Contract with immediate effect by giving written notice to the Customer if:

    (a)
    the Customer breaches its obligations under clauses 5.1, 7.4 or 12.3;

    (b)
    the Customer fails to pay any amount due under the Contract on the due date for payment; or

    (c)
    the  Customer  publishes  racist,  pornographic,  immoral  or  illegal content  on  its  website and/or content which glorifies or trivialises violence.

    10.4
    Without  affecting  any  other  right  or  remedy  available  to  it, Talon.One  may  suspend  the  supply  of  Talon.One  Services  under the Contract  or  any  other  contract  between  the  Customer and Talon.One if:

    (a)
    the Customer fails to pay any amount due under the Contract on the due date for payment;

    (b)
    the  Customer  becomes  subject  to  any  of  the  events  listed  in clause  10.2(c)  or  clause 10.2(d), or Talon.One reasonably believes that the Customer is about to become subject to any of them; and

    (c)
    Talon.One reasonably believes that the Customer is about to become subject to any of the events listed in clause 10.2(b).

11. Consequences of termination

  • 11.1
    On termination of the Contract:

    (a)
    the Customer shall immediately pay to Talon.One all of Talon.One's outstanding unpaid invoices and interest and, in respect of Talon.One Services supplied but for  which  no  invoice  has  been  submitted,  Talon.One  shall  submit  an  invoice,  which shall be payable by the Customer immediately on receipt;

    (b)
    the  Customer  shall  delete  all  copies  of  the  codes  that  were  provided  by  Talon.One.

  • 11.2
    Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

  • 11.3
    Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

    12. General

    12.1
    Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

    12.2. Assignment and other dealings.

    (a)
    Talon.One  may  at  any  time  assign,  mortgage,  charge,  subcontract,  delegate,  declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

    (b)
    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   the   Contract   without   the   prior   written   consent   of   Talon.One.

    12.3. Confidentiality

    (a)
    Each  party  undertakes  that  it  shall  not  at  any  time  disclose  to any person  any  confidential  information  concerning  the  business, affairs, customers,  clients  or  suppliers of the other party, except as permitted by clause 12.3(b).

    (b)
    Each party may disclose the other party's confidential information:

    (i)
    to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out  the  party's  obligations  under  the  Contract.  Each  party  shall  ensure  that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12.3; and

    (ii)
    as  may  be  required  by  law,  a  court  of  competent  jurisdiction  or  any  governmental or regulatory authority.

    (c)
    Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

    12.4. Entire agreement

    (a)
    The Contract constitutes the entire agreement between the parties   and supersedes and extinguishes all previous agreements,  promises,  assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

    (b)
    Each  party  acknowledges  that  in  entering  into  the  Contract  it does not rely on, and shall have no remedies in respect  of any statement, representation,  assurance  or  warranty  (whether  made innocently  or negligently)  that  is  not  set  out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

    (c)
    Nothing in this clause shall limit or exclude any liability for fraud.

    12.5. Variation
    Except as set out in these Conditions, no variation of the Contract  shall be effective  unless  it  is  in writing and signed by the parties (or their   authorised  representatives)

    12.6. Waiver
    A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by  law  shall  not  constitute  a  waiver  of  that  or  any  other  right  or  remedy,  nor  shall  it  prevent or restrict any further exercise of that or any other right or remedy. No single or partial  exercise  of  any  right  or  remedy  provided  under  the  Contract  or  by  law  shall  prevent or restrict the further exercise of that or any other right or remedy.

    12.7. Severance
    If  any  provision  or  part-provision  of  the  Contract  is  or  becomes  invalid,  illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.If any provision or part-provision of this Contract deleted under this clause 12.7 the parties shall negotiate in good faith to agree a  replacement  provision  that,  to  the  greatest  extent  possible,  achieves  the  intended  commercial result of the original provision.

12.8. Notices

  • (a)
    Unless stated otherwise in these Conditions, any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall  be  delivered  by  hand  or  by  pre-paid  first-class  post  or  other  next  working  day delivery service at its registered office (if a company) or its principal place of business  (in  any  other  case);  or  sent  by  fax  to  its  main  fax  number  or  sent  by  email to the address provided to the other party.

  • (b)
    Any notice or communication shall be deemed to have been received:

  • (i)
    if delivered by hand, at the time the notice is left at the proper address;
     

    (ii)
    if sent by pre-paid first-class post or other next working day delivery  service, at 9.00 am on the second Business Day after posting; or

    (iii)
    if  sent  by  fax  or  email  at  the  time  of  transmission,  or,  if  this  time  falls  outside  business  hours  in  the  place  of  receipt,  when  business  hours  resume.  In  this  clause  12.8(b)(iii),business  hours  means  9.00am  to  5.00pm  Monday  to  Friday  on  a  day  that  is  not  a  public  holiday  in  the  place of receipt.

    (c)
    This  clause  12.8  does  not  apply  to  the  service  of  any  proceedings  or  other  documents in any legal action or, where applicable, any other method of dispute resolution.

    12.9. Third party rights

    (a)
    Unless  it  expressly  states  otherwise,  the  Contract  does  not  give  rise  to  any  rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

    (b)
    The  rights  of  the  parties  to  rescind  or  vary  the  Contract  are  not  subject  to  the  consent of any other person.

    12.10. Governing law
    The  Contract,  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.

    12.11. Jurisdiction
    Each party irrevocably agrees that the courts of England and Wales shall have  exclusive  jurisdiction  to  settle  any  dispute  or  claim  (including  non-contractual  disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

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