Terms and Conditions - Andromeda POS

Andromeda Services UK
Terms & Conditions

For Subscription customers leasing hardware:

Data Protection Legislation” shall mean the General Data Protection Regulation (EU) 2016/679 and any other applicable laws relating to the protection of personal data and the privacy of individuals (all as amended, updated or re-enacted from time to time); and
Personal Data” has the meaning set out in the Data Protection Legislation in relation to data referred to in these Terms and Conditions.
  • Under the subscription model you have entered into, all Hardware and peripherals remains the property of Andromeda Services UK Ltd unless otherwise stated.
  • Hardware will be refreshed every 48 months whilst the subscription is in place.
  • Subscription pricing is subject to change subject to 3 months notice.
  • Should the customer wish to cancel their service with Andromeda Services UK Ltd, they will be required to give 14 days notice in writing prior to the termination or cancellation of the direct debit
  • If the agreement is terminated by the customer prior to the 4 year hardware refresh. It is the responsibility of the customer to cover all costs involved in returning both Hardware and peripherals.
  • The customer agrees to return all hardware to Andromeda Services UK Ltd within 14 days of the cancellation of the agreement.
  • It is the responsibility of the customer to remove all Data prior to returning
  • When goods are returned, Andromeda Services UK Ltd will determine the condition of the returned items. The following will then apply:
  • Should the goods and/or packaging be ‘A-quality’ Andromeda Services UK Ltd will re-stock the goods at no cost to the customer.
  • Should the goods and/or packaging be damaged or altered in such a way as to render the goods ‘B-quality’ then a re-stocking fee of 25% of the value of the goods will be required.
  • Should the goods and/or packaging be damaged in such a way as to render the goods un-saleable then the full invoice amount will be payable.
  • Any monies due to the customer from Andromeda Services UK Ltd will be held until the hardware has been returned and any other outstanding costs have been settled.

GENERAL CONDITIONS OF BUSINESS

1. INTERPRETATION

The definitions and rules of interpretation in this Clause apply in this Agreement.

1.1. Definitions:
“Affiliate” means in respect of a party, any entity that from time to time, directly or indirectly, Controls, is Controlled by, or is under common Control with that and any other entity agreed in writing by the parties as being an Affiliate in respect of either party; “Authorised Location” has the meaning given to it in the Order Form; Authorised Users” means the directors or employees of the Customer; “Business Day” means any day which is not a Saturday, Sunday or public holiday in London or Bulgaria; “Change of Control Fee” means the fee due by the Customer to the Supplier in accordance with Clause 2.5, as set out in Schedule3; “Commencement Date” “Confidential Information” means any and all information or data, in whatever form or storage medium, whether tangible or intangible, and whether disclosed directly or indirectly before
or after this Agreement by or on behalf of the Discloser to the Recipient in writing, orally, through visual means, or by the Recipient’s evaluation, observation, analysis, inspection or other study of such information, data or which is now or at any time after the date of this Agreement, owned or controlled by the Discloser. Confidential Information shall include trade secrets, discoveries, knowhow, designs, specifications,
drawings, present or future products or services and markets, inventions, prototypes, algorithms, software of any kind or nature, including, but not limited to the Software, object or machine codes, source codes, computer models and applications, developments, processes, formulae, technology, engineering, architectures, hardware configuration information, diagrams, data, computer programs, business activities and operations, customer lists, reports, studies and other technical and business information and any other information which, by its nature, would reasonably be considered to be of a confidential nature either intrinsically or due to the context and circumstances in which it was disclosed, including, for the avoidance of doubt, information concerning the parties’ Customers, which is of a confidential nature; “Control” means the ownership of, or power to vote in respect of, at least 50% of the voting stock, shares or interests of an entity; “Customer Data” means any data transferred to the Supplier by the Customer for input into the Software and/or input into the Software by the Authorised Users; “Discloser” means a party disclosing its Confidential Information to the Recipient and in the case of the Supplier may be the Supplier and/or the Supplier’s Affiliates, as applicable; “Equipment” means the equipment set out in the Order Form, all substitutions, replacements or renewals of such equipment and all related related accessories, manuals and instructions provided for it;

“Equipment Fee” means the monthly payments due by the Customer for hire of the Equipment; “Extended Term” has the meaning given to it in the Order Form; “Fees” means the fees payable to the Supplier by the Customer for provision of the Software and Services (including the Equipment Fee), as set out in this Agreement; “Initial Term” has the meaning given to it in the Order Form; “Intellectual Property Rights” means:
(a) patents, inventions, designs, copyright and related rights, database rights, knowhow and Confidential Information, trade marks (whether registered or unregistered) and related goodwill, trade names (whether registered or unregistered), and rights to apply for registration;
(b) all other rights of a similar nature or having an equivalent effect anywhere in the world which currently exist or are recognised in the future; and
(c) all applications, extensions and renewals in relation to any such rights; “IPR Claim” means any claim or action against the Customer by any third party that the use of the Software (or any part of the Software) by the Customer in the Authorised Location, in accordance with the terms of this Agreement, infringes the copyright of that third party; “Recipient” means a party receiving Confidential Information from the Discloser and in the case of the Supplier may be the Supplier and/or the Supplier’s Affiliates, as relevant; “Related Persons” means the Supplier’s Affiliates and the Supplier’s and the Supplier’s Affiliates’ employees, directors, officers, agents and subcontractors; “Sales Tax” means any applicable national, federal, state and local sales, use, value added, excise and other similar taxes, fees and surcharges that are legally or by custom borne by a purchaser of goods or services; “Services” means the support and maintenance services provided by the Supplier to the Customer under this Agreement, as set out in Schedule 2; “Software” means the software delivered to the Customer by the Supplier under this Agreement, as set out in Schedule 1; “Term” means the Initial Term and any Extended Term; and “Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including  worms, trojan horses, viruses and other similar things or devices.
1.2. Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural, include the singular.
1.5. A reference to writing or written includes e-mail.
1.6. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement and as amended by any subsequent statute or statutory provision. Where a change to a statute or statutory provision results in the Supplier, the Supplier’s Affiliates and/or any subcontractors incurring additional or increased costs to achieve compliance in relation to the Software and/or the Services, the Supplier reserves the right to amend the Fees to reflect such additional or increased costs on no less than 30 days’ prior written notice.
1.7. Any phrase introduced by the expressions including, includes, in particular or any similar expression shall be construed as illustrative only and shall not limit the sense of the words preceding those terms.

2. LICENCE TERMS
2.1. Any licence granted under this Agreement shall be a nonexclusive and non-transferrable licence for the duration of this Agreement to use the Software by the Customer for the benefit of its Authorised User(s) at Authorised Location and in accordance with the remainder of this Clause 2.
2.2. In relation to scope of use:
(a) for the purposes of Clause 2.1, use of the Software shall be restricted to use of the Software in object code form for the purpose of processing the Customer’s data for the normal business purposes of the Customer (which shall not include allowing the use of the Software by, or for the benefit of, any person other than an Authorised User)
(b) use of the Software” means loading the Software into temporary memory or permanent storage on the relevant terminal provided that installation on a network server for distribution to other terminals is not “use” if the Software is licensed under this licence for use on each terminal to which the Software is distributed
2.3. The Customer shall not and shall ensure no Authorised User will:
(a) store, distribute or transmit any Virus, or any material, information or data through the Software that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities
(b) access all or any part of the Software or the Services in order to build a product or service which competes with the Software or the Services
(c) attempt to undertake any security testing of the Software or the Services without the prior written consent of the Supplier
(d) use the Software or the Services to provide services to third parties (including any Customer Affiliates);

(e) transfer, temporarily or permanently, any of its rights under this Agreement; or
(f) attempt to obtain, or assist third parties in obtaining, access to the Software or the Services.

2.4. The Customer shall:
(a) ensure that the Software is installed on the Equipment only;
(b) use its best endeavours to prevent any unauthorised access to, or use of, the Software or the Services and shall notify the Supplier promptly of any such unauthorised access or use;
(c) pay, for broadening the scope of the licences granted under this licence to cover any unauthorised use, an amount equal to the fees which the Supplier would have levied (in accordance Schedule 3) had it licensed any such unauthorised use on the date when such use commenced.
2.5. Without prejudice to Clause Error! Reference source not found. below, in the event that there is a change of Control of the Customer, the Customer shall pay the Change of Control Fee to the Supplier.

3. SERVICES
3.1 Subject at all times to Clause 6, the Supplier shall provide Services from the Commencement Date materially in accordance with Schedule 2.
3.2 The Supplier may amend the Software and/or Services from time-to-time provided such changes do not materially and negatively impact the functionality, performance or security of the Software.
3.3 The Supplier shall use reasonable endeavours to meet any performance dates agreed between the parties, but any such dates shall be estimates only and time shall not be of the essence in this Agreement.
3.4 The Customer acknowledges that the Supplier may subcontract any of its rights or obligations under this Agreement to a third party (including any Affiliate of the Supplier).
3.5 Where the availability or implementation of the Software and/or the provision of the Services is reliant on the availability of the internet or any other technical dependency outside of the Supplier’s control (such as compatibility of the Software with the Customer’s IT systems and the maintenance by the Customer of up to date operating systems), the Customer acknowledges that the Supplier has no direct control over such dependencies and while the Supplier will use such endeavours as the Supplier deems appropriate to facilitate the availability or implementation of the Software and/or the provision of the Services, the Supplier shall not be responsible for delays caused by such dependencies.
3.6 To the extent permitted by law, the Supplier disclaims all other conditions, warranties or other terms which might have effect between the parties with respect to the Software and the Services, or be implied or incorporated into this Agreement, whether by statute, common law or otherwise, including any implied conditions, warranties, or other terms relating to satisfactory quality, reasonable skill and care, fitness for any particular purpose or ability to achieve a particular result.

3.7 This Agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing materials, products or services which are similar to those provided under this Agreement.

4. EQUIPMENT
4.1 The quantity and description of the Equipment shall be as set out in this Agreement.
4.2 The Supplier shall hire the Equipment to the Customer for use at the Authorised Location subject to the terms and conditions of this Agreement.
4.3 Delivery of the equipment at the Authorised Location shall be made by the Supplier and the Customer acknowledges that it will be responsible for any loss of or damage to the Equipment, howsoever occurring, from the moment of delivery.
4.4 The Supplier shall, at the Customer’s expense and subject to the customer having met the dependencies set out in Clauses 3.5 and 4.5, use reasonable endeavours to deliver and install the Equipment at the Authorised Location at a date agreed between the parties. The Customer shall procure that a duly authorised representative of the Customer shall be present at the installation of the Equipment. Acceptance by such representative of installation shall constitute conclusive evidence that the Customer has examined the Equipment and has found it to be in good condition, complete and fit for the purpose for which it is intended.
4.5 To facilitate delivery and installation of the Equipment, the Customer shall, at its sole expense, provide all requisite materials, facilities, access and suitable working conditions to enable delivery and installation of the Equipment and expeditiously.
4.6 The Equipment shall at all times remain the property of the Supplier, and the Customer shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment subject to the terms and conditions of this Agreement).
4.7 The Customer shall, during the Term:
(a) ensure that the Equipment is kept and operated in a suitable environment, used only for the purposes for which it is designed, and operated in a proper manner by trained competent staff in accordance with any operating instructions
(b) take such steps as may be necessary to ensure, so far is reasonably practicable, that the Equipment is at all times safe and without risk to
health when it is being set, used, cleaned or maintained by a person at work;
(c) maintain at its own expense the Equipment in good and substantial repair in order to keep it in as good an operating condition as it was on the Commencement Date;
(d) not use the Equipment for any unlawful purpose and,
(e) deliver up the Equipment at the end of the Term or on earlier
termination of this Agreement at such address as the Supplier requires, or if necessary allow the Supplier or its representatives access to the authorised location for the purpose of removing the Equipment.
The Supplier reserves the right to terminate its consent to the Customer’s possession of the Equipment in the event that the Customer fails to make payment of the Fees in accordance with Clause 7, in which case the Supplier may, by its authorised representatives, without notice, retake possession of the Equipment and for these purposes may enter the Authorised Location.

5. CUSTOMER DATA
5.1 The Company warrants that, to the extent it processes any Personal Data on your behalf:
a) it shall act only on instructions from you; and
(b) it has in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.
5.2 You represent, warrant and undertake that:
(a) the processing of any Personal Data by you pursuant to this Contract will at all times be carried out in the relevant provisions of the GDPR and all other applicable data protection legislation and does not violate the relevant provisions of such data protection legislation in any way and
(b) notwithstanding the generality of the foregoing, you have obtained and will continue to obtain the specific and informed consent (and in the case of sensitive Personal Data, the explicit consent) of all and any of the customers (or any other relevant persons) to the processing of their Personal Data in the manner envisaged by this Contract.

6. CUSTOMER’S OBLIGATIONS
6.1 The Customer shall:
(a) provide the Supplier with all necessary co-operation in relation to this Agreement and access to such information, including Customer Data, as may be required by the Supplier, in order for it to render the Services;
(b) maintain adequate internet connections, licences and technical capabilities to access and use the Software, as notified by the Supplier from time to time;
(c) comply with all applicable laws and regulations with respect to its activities under this Agreement;
(d) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner; and
(e) permit the Supplier to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software and/r Equipment is being kept or used, and have access to any records kept in connection with this licence, for the purposes of ensuring that the Customer is complying with the terms of this Agreement, provided that the Supplier provides reasonable advance notice to the Customer of such inspections, which shall take place at reasonable times.

7. FEES AND PAYMENT
7.1 The Fees are set out in Schedule 3.
7.2 The Customer shall pay the Fees set out in Schedule 3 for the Software and Services (including any Equipment Fee) made available pursuant to this Agreement.
7.3 The Supplier shall submit invoices to the Customer prior to or on the seventh (7th) day of each calendar month to cover the Fees for the following month. The payment of each invoice will be collected by direct debit on the last business day of the month in which it has been submitted by the Supplier, and the Customer will ensure that the ability to collect this payment remains in place.
7.4 All sums due to the Supplier under or in relation to this Agreement are exclusive of any Sales Tax which shall be charged in addition in accordance with the relevant regulations in force at the time of making

the relevant taxable supply and shall be paid by the Customer in full at the same time as payment is due under the relevant invoice.
7.5 If the Customer is or may be required under any law or regulation of any governmental entity or authority, domestic or foreign, to withhold or deduct any portion of any payment due to the Supplier pursuant to this Agreement and the Supplier is unable to reclaim or recover that deduction through the exercise of reasonable efforts, then the sum payable to the Supplier will be increased by the amount necessary to yield to the Supplier an amount equal to the sum it would have received had no withholdings or deductions been made.
7.6 If the Customer, acting in good faith, disputes any the Customer shall notify the Supplier in writing no later than ten (10) business days following the date of such disputed invoice. The Supplier will use reasonable efforts to not include disputed amounts in any direct debit taken from the Customer in accordance with Clause 7.3 and will allow for a two (2) week period in which any such dispute may be resolved. If the Supplier debits a disputed sum from the Customer’s bank account, it shall issue a credit note to that value to the Customer as soon as reasonably practicable.
7.7 Any resolution of a disputed invoice wherein the Supplier agrees to a discount, refund or any other modification of Fees will be issued to the Customer in the form of credit notes exclusively.
7.8 Should the Customer wish to dispute or adjust an invoice that has been paid by direct debit previously a limit of sixty (60) days from payment of said invoice will apply for any such dispute.
7.9 If the Customer fails to make payment in accordance with this Clause 7, then the Supplier shall be entitled to:
(a) charge interest on the overdue amount at the lesser of the maximum rate allowed by law or a rate of 3% per month above the base rate of the Bank of England from time to time in force, compounded on a monthly basis, from the date on which such amount fell due until payment, whether before or after judgment; and/or
(b) suspend the Customer’s and the Authorised Users’ access to the relevant Software and/or Services until payment is made by the Customer in accordance with this Clause 7.
7.10 Except where expressly stated otherwise in this Agreement, any Fees paid in accordance with this Clause 7 shall be non-refundable in any circumstances including upon early termination of this Agreement.

8. PROPRIETARY RIGHTS
The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Software and the Services. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, any Intellectual Property Rights in respect of the Software, Equipment, the Services or any related documentation.

9. CONFIDENTIALITY
9.1 The Recipient shall protect all confidential Information which the Discloser provides to it (whether orally, in writing or in any other form) using

the same standards as the Recipient applies to its own comparable Confidential Information but in no event less than reasonable measures. The Recipient may only use Confidential Information for the purposes of this Agreement. The Recipient may provide its directors or employees or those of its Affiliates (and, in the case of the Supplier, its sub- contractors, and, in the case of the Customer, the Authorised Users) (all “Permitted Users”) with access to Confidential Information on a strict “need to know” The Recipient shall ensure that each of its Permitted Users are bound to hold all Confidential Information in confidence to the standard required under this Agreement.
9.2 The Recipient’s confidentiality obligations will not apply to information:
(i) already known to it at the time of disclosure without restrictions on disclosure;
(ii) in the public domain or publicly available other than as a result of a breach of this Agreement;
(iii) provided to it by a third party who is under no such obligation of confidentiality; or
(iv) independently developed by it. The Recipient may disclose Confidential Information to its legal advisers to protect its own legitimate interests or to comply with any legal or regulatory requirements. If any court, regulatory authority or legal process requires the Recipient to disclose information covered by this confidentiality obligation, then the Recipient may make any such disclosure, provided that the Recipient will, if permitted by law, advise the Discloser promptly of any such requirement and cooperate, at the Discloser’s expense, in responding to it.
9.3 Subject to the confidentiality provisions of this Clause 0, the Customer shall not prevent the Supplier from disclosing the existence of this Agreement, but not the content of this Agreement, for their own marketing purposes.
9.4 This Clause 0 shall remain in full force and effect notwithstanding any termination of this Agreement.

10. INDEMNITIES
10.1 The Customer shall promptly notify the Supplier of any IPR Claim made or threatened against the Customer.
10.2 Subject to the provisions of Clause 10.1, this Clause 10.2 and Clauses 10.3 to 10.5, the Supplier shall indemnify the Customer and hold the Customer harmless in respect of all damages and reasonable costs (including legal fees) and expenses arising directly from an IPR Claim which is valid and enforceable in the legal jurisdiction in which the IPR Claim is commenced provided that:
(a) the Customer shall not admit any liability or agree to any settlement or compromise of an IPR Claim without the prior written consent of the Supplier;
(b) the Supplier shall be entitled at any time from notification in accordance with Clause 10.1 to assume exclusive conduct of the IPR Claim (which shall include, but not be limited to, the exclusive right to conduct any proceedings or action, negotiate the settlement of the IPR Claim and to conduct all discussions and dispute resolution efforts in connection with the IPR Claim);
(c) the Customer shall, at the Supplier’s request, cost and expense, give the Supplier all reasonable assistance in connection with the conduct of the IPR Claim;

(d) the Customer gives the Supplier prompt notice of any IPR Claim or
threatened IPR Claim in accordance with Clause 10.1; and
(e) the Customer takes all reasonable steps to mitigate any liabilities which are the subject of the indemnity in this Clause 10.2.
10.3 If any IPR Claim is made, or in the Supplier’s reasonable opinion is likely to be made, against the Customer, the Supplier may at its option and expense:
(a) obtain for the Customer the right to continue using the Software in the manner permitted under this Agreement; or
(b) modify or replace the infringing part of the Software so as to avoid the infringement or alleged infringement, but in such a way that does not materially adversely affect the functionality of the Software; or
(c) terminate the Agreement and refund Fees paid in advance by the Customer in respect of any period following such termination.
10.4 Clauses 10.2 and 10.3 shall not apply to any IPR Claim which arises from any changes, modifications, updates or enhancements made to the Software other than by the Supplier or the Related Persons
10.5 The provisions of Clauses 10.1 to 10.4 inclusive state the entire liability of the Supplier to the Customer in connection with an IPR Claim and shall be the Customer’s sole and exclusive remedy in that regard.

11. LIMITATION OF LIABILITY
11.1 Subject to Clauses Error! Reference source not found., 3.6, 4, 10, and 12, this Clause 11 sets out the entire liability of the Supplier and the Related Persons to the Customer:
(a) arising under or in connection with this Agreement (whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise); and
(b) in respect of any use made by or benefit to the Authorised Users of the Software.
11.2 Nothing in this Agreement excludes the liability of the Supplier and/or the Related Persons:
(a) for death or personal injury caused by the Supplier’s and/or the Related Persons’ negligence; or
(b) for fraud or fraudulent misrepresentation.
11.3 Subject to Clause 11.2 the Supplier and/or the Related Persons shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for:
(a) any loss of profits, loss of business, loss of revenue, depletion of goodwill and/or similar losses, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under or in connection with this Agreement; or
(b) any loss or corruption of data or information.
The total aggregate liability taken together of the Supplier and the Related Persons in contract (including in respect of the indemnity at Clause 8), tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or
otherwise, arising under or in connection with this Agreement in respect of claims (or series of connected claims) arising in each month shall in no event exceed 100% of the Fees paid by the Customer during the month during which the claim (or series of connected claims) first arose.

12. TERMINATION
12.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement
(a) at any time by giving the other party four (4) weeks’ written notice or
(b) with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this Agreement on
the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment;
(b) the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of forty-five (45) days after being notified in writing to do so;
(c) a receiver or similar officer is appointed for the other party or its property;
(d) the other party makes a general assignment for the benefit of its creditors
(e) the other party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law, which proceedings are not dismissed within sixty (60) days;
(f) the other party becomes insolvent or is liquidating, dissolving or ceasing business operations; or
12.2 On termination of this Agreement
(a) subject to any express rights to retain such equipment, property, materials and other items (and all copies of them), each party shall return and make no further use of any Equipment, property, materials and other items (and all copies of them) belonging to the other party (except the Supplier may retain reasonable professional records of the Customer’s use of the Software);
(b) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession at any point thirty (30) days or more after termination of this Agreement;
(c) any rights, remedies, obligations or liabilities of the parties up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced; and
(d) Clauses 7, 8, 0, 11, this Clause 12, and Clauses 14 to 18 and other provisions which are necessary for the interpretation or enforcement of this Agreement shall continue in force.

13. FORCE MAJEURE
The Supplier shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control.

14. MISCELLANEOUS
14.1 A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which
14.2Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive  14.1 of, any rights or remedies provided by law.
14.3 Subject to Clauses 3.2, no variation of this Agreement shall be effective unless it is in writing and signed by the< parties (or their authorised representatives).
14.4 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between
the parties, appoint either party as the agent of the other party, nor authorise either party to make or enter into any commitments for or on behalf of the other party.

14.5 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub- contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
14.6 Any notice required to be given under this Agreement shall be in writing and shall be delivered either:
(i) by hand;
(ii) by email; or
(iii) by signed-for courier or international as applicable), sent to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes.

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

16. ENTIRE AGREEMENT
16.1 This Agreement
constitutes the entire agreement between the parties in relation to its respective subject matter, and replaces and extinguishes all previous agreements, draft agreements, arrangements, promises, assurances, warranties, representations, undertakings and understandings between
them, whether written or oral, relating to such subject
16.2 Each party acknowledges that in entering into this Agreement it does not rely on and shall have no rights or remedies (whether in tort (including negligence), under statute or otherwise) in respect of any statement, collateral or other warranties, assurances, undertakings
or representations (whether innocently or negligently made) by the other party in relation to the subject matter of this Agreement, except for those rights and remedies available under this Agreement.
16.3 Nothing in this Clause shall limit or exclude any liability for fraud.

17. THIRD PARTY RIGHTS

17.1 Subject to the Related Persons being entitled to rely on
(i) the exclusions and limitations of liability set out in this Agreement, and
(ii) any indemnity set out in this Agreement pursuant to which the Related Persons are indemnified, in each case, as though they were the Supplier, a person who is not a party to this Agreement may not enforce any of its provisions under any legislation otherwise entitling it to do so nor bring a claim for the recovery of any losses, liabilities, expenses or costs arising out of or relating to this Agreement, the Software or the Services.
17.2 All claims brought by the Customer under or as a result of this Agreement (whether in contract, misrepresentation (whether tortious or statutory), tort (including negligence), restitution, breach of statutory duty or otherwise) shall be brought against the Supplier only and not any Related Persons. The limitations and exclusions of liability set out in this Agreement shall apply to all such claims.

18. GOVERNING LAW AND JURISDICTION
18.1 This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and shall be construed in accordance with, the law of England.
18.2 The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) save that the Supplier may bring proceedings for injunctive or interim relief in any alternate jurisdiction at its sole option in the case of breach or anticipated breach by the Customer of its obligations relating to confidentiality and Intellectual Property Rights as set out in this Agreement.