Trudy Licence Terms

Last updated: 24 January, 2024

  • These terms and condition are a legal agreement ("Trudy Licence Terms") between you ("Customer") and Tailify Software Ltd, a company incorporated in England and Wales (company no. 10127861) at 26 Leonard Street, London, United Kingdom, EC2A 4BY ("Tailify") for access to and use of the Trudy, Tailify's proprietary influencer matchmaker software program.

    Tailify licence Trudy to the Customer on the basis of this Agreement.

    The Customer acknowledges and agrees that Trudy is made available to it as a Google Chrome plug-in extension on the Google Chrome Web Store site operated by Google, and that in order to access and use Trudy, the Customer must be a user of Google Chrome.

    The following terms and conditions shall govern the provision and use of Trudy.

1. Definitions and Interpretation

  • The following definitions and rules of interpretation apply to this Agreement: “Business Day” means a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.
  • “Business Day” means a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.
  • “Confidential Information” means all confidential or proprietary information (however recorded or preserved) disclosed by one party or its employees, officers, subcontractors, representatives or advisers (together “Representatives”) to the other party and the other party’s Representatives, including the terms of this Agreement, the business, affairs, customers, clients, suppliers, plans, intentions, market opportunities, operations, processes, products, services, data, know-how, or trade secrets of the disclosing party, including anything specified as being Confidential Information in clauses 10.4 and 10.5. 
  • “Controller, Processor, Data Subject, Personal Data, personal data breach, Processing and appropriate technical and organisational measures” shall each have the meaning given to it in the Data Protection Legislation.
  • “Customer Data” means any commercial or proprietary data which is uploaded or otherwise submitted to Trudy directly by the Customer, or by Tailify on the Customer's behalf, including any data submitted into Trudy indirectly via any third party application used by the Customer excluding any Derived Data.
  • “Personal Data” means any Personal Data contained in the Customer Data.
  • “Confidential Information” means all confidential or proprietary information (however recorded or preserved) disclosed by one party or its employees, officers, subcontractors, representatives or advisers (together “Representatives”) to the other party and the other party’s Representatives, including the terms of this Agreement, the business, affairs, customers, clients, suppliers, plans, intentions, market opportunities, operations, processes, products, services, data, know-how, or trade secrets of the disclosing party, including anything specified as being Confidential Information in clauses 10.4 and 10.5. 
  • “Data Protection Legislation” means all applicable privacy and data protection laws, including the EU General Data Protection Regulation (Regulation 2016/679) ("GDPR"), the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 ("UK GDPR"), the Data Protection Act 2018, and any applicable national implementing laws, regulations and secondary legislation in England and Wales relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time, including the Privacy and Electronic Communications Directive (2002/58/EC) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426)).
  • “Derived Data” means any data which is derived from the Customer’s use of Trudy or the processing by Tailify of Customer Data, which shall include: (i) any data which is processed and stored as mathematical constructs; and (ii) statistical or aggregated data, but shall exclude any Personal Data.
  • “Documentation” means those printed or online instructions, manuals, screens, and diagrams distributed or otherwise provided by Tailify that pertain to Trudy, including the functional specification of Trudy.
  • “Effective Date” means the date set out in the Order.
  • "Extended Term" has the meaning given to it in clause 12.1.
  • “Fees” means the Fees payable by the Customer to Tailify for use of Trudy (as amended from time to time in accordance with the terms and conditions of this Agreement).
  • Force Majeure Event” has the meaning set out in clause 13.3.
  • "Initial Term" has the meaning given to it in clause 12.1.
  • Insolvency Event” means, with respect to a Party, (a) entering into a composition or arrangement with its creditors other than for the sole purpose of a solvent reconstruction; (b) an inability to pay its debts as they become due; (c) a person becoming entitled to appoint or appointing a receiver or an administrative receiver over that Party’s assets; (d) a creditor or encumbrancer attaches or takes possession of the whole or any part of that Party's assets which is not discharged within 14 days; or (e) any event occurs, or proceeding is taken, in any jurisdiction that has an effect equivalent or similar to any of the events mentioned in (a) to (d) above.
  • Intellectual Property Rights” means patents, rights to inventions, copyright and neighbouring and related rights, trade marks, goodwill 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" means the IO entered into between the Parties relating to the provision of Trudy by Tailify to the Customer in such form as Tailify may require, which is executed by the Customer and Tailify.
  • Party” means a party to this Agreement, being either Tailify or the Customer, and “Parties” means both of them.
  • "Term" means both the Initial Term and each Extended Term.
  • "Trudy" means Tailify's software program known as 'Trudy', made available as a Google Chrome plug-in extension (including any related API, API Key or Website from time to time) to which the Customer is granted access pursuant to the terms and conditions of this Agreement.
  • “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, network, data, or the user experience, including worms, Trojan horses, viruses and other similar things or devices.
  • Website” means any website operated Tailify through which Trudy is delivered to or accessed by the Customer.
  • 1.2 In this Agreement: (a) clause, schedule and paragraph headings shall not affect the interpretation of this Agreement; (b) unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular; (c) a reference to writing or written includes e-mail; (d) references to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement; (e) 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.
  • 1.3 The Order shall be entered into on the Effective Date, subject to and in accordance with these Trudy Licence Terms, which are incorporated into the Order by reference. The Order and these Trudy Licence Terms together are referred to as the "Agreement".
  • 1.4 This Agreement takes precedence over any agreement provided by the Customer and in the event of any conflict between the provisions of the Order and these Trudy Licence Terms, the Order takes precedence,

2. Access to Trudy

  • 2.1 Subject to the Customer paying the Fees and complying with the terms and conditions of this Agreement, Tailify hereby grants to the Customer a non-exclusive, non-transferable, non-sublicensable right to permit the Customer to access and use Trudy during the Term.
  • 2.2 This Agreement permits the Customer to use Trudy on Google Chrome enabled devices with relevant Chrome software version(s) and no other devices.
  • 2.3 The Customer shall not access, store, distribute or transmit any Viruses or any material during its use of Trudy that is unlawful, harmful, infringing, offensive, discriminatory, or which facilitates illegal activity or depicts sexually explicit images or causes damage or injury to any person or property. Tailify reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause 2.3.
  • 2.4 Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties, and except to the extent expressly permitted under this Agreement, the Customer shall not, and shall not attempt to, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Trudy in any form or media or by any means, or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Trudy (including its object code and source code).
  • 2.5 The Customer shall not, and shall not attempt to: (a) access all or any part of Trudy in order to build a product or service which competes with it; (b) make Trudy available to any third party; or (c) attempt to obtain, or assist any third party in obtaining, access to Trudy, other than as provided under this clause 2.
  • 2.6 The rights provided under this clause 2 are granted to the Customer only and shall not be considered granted to any affiliate, subsidiary or holding company of the Customer.

3. Tailify's Obligations

  • 3.1 Tailify shall (a) make Trudy available to the Customer on and subject to the terms and conditions of this Agreement; and (b) use commercially reasonable endeavours to ensure that Trudy conforms to the Documentation. 

    3.2 Notwithstanding clause 3.1, the Customer acknowledges that Trudy may evolve over time and that functionality may be added or removed from time to time. 

    3.3 Tailify does not warrant that the Customer's use of Trudy will be uninterrupted or error-free, or that Trudy and/or the information or results obtained by the Customer through its use of Trudy will meet the Customer's requirements. Subject to its obligations under Data Protection Legislation, Tailify is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of Customer Data over communications networks and facilities, including the internet, and the Customer acknowledges that Trudy may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.

    3.4 Tailify shall not be liable for any breach of its obligation under clause 3.1(b) to the extent any non-conformance with the Documentation is caused by the Customer's use of Trudy contrary to Tailify’s instructions, or modification or alteration of Trudy by any party other than Tailify or Tailify’s duly authorised contractors or agents. 

    3.5 If Trudy does not conform materially with the Documentation, Tailify will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the expected result or function stipulated in the Documentation. Such correction or substitution constitutes the Customer's sole and exclusive remedy for such non-conformance. 

    3.6 This Agreement shall not prevent Tailify from entering into similar agreements with third parties, or from independently developing, using, selling, or licensing documentation, products and/or services which are similar to those provided under this Agreement.

4. Customer’s Obligations

  • 4.1 The Customer shall comply with all applicable laws and regulations in the exercise of its rights and the performance of its obligations pursuant to this Agreement. 

    4.2 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, Trudy and, in the event of any such unauthorised access or use, promptly notify Tailify.

    4.3 The Customer's sole means of accessing Trudy shall be via Google Chrome.

    4.4 The Customer will obtain a password through the login process to use and access Trudy. The Customer may not share the password with any third party, must keep the password and all login information secure and confidential, and must use the password as the Customer's sole means of accessing Trudy. The password may be replaced at any time by Tailify on notice to the Customer. 

5. Terms required by Google

  • 5.1 This Agreement constitutes an end user licence agreement (EULA) in lieu of any license grant provided by Google to use Trudy on Google Chrome. This Agreement is between Tailify and the Customer only, and not with Google. Tailify is solely responsible for Trudy.
  • 5.2 The Google Chrome Web Store is owned and operated by Google Inc. The Customer's use of the Google Chrome Web Store is governed by a legal agreement between you and Google consisting of the Google Terms of Service (found at: Google Terms of Service – Privacy & Terms – Google) and the Google Chrome Terms of Service (found at: Google Chrome and ChromeOS Additional Terms of Service) and together with the Google Terms of Service called, the "Terms". In addition, your use of Google Chrome is subject to the Google Chrome Web Developed Policies, to the extent applicable (found at: Google Chrome Web Store Developer Agreement - Chrome Developers).
  • 5.3 Tailify is solely responsible for providing and Google has no obligation to provide maintenance and support for Trudy. Support requests, as well as questions, complaints or claims regarding Trudy, made be directed to Tailify.

    5.4 To the maximum extent permitted by applicable law, Google will have no warranty obligation whatsoever with respect to Trudy, and will not be liable for any claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, Tailify shall not be required to provide a refund to the Customer under any circumstances.

    5.5 Google shall not be responsible for addressing any claim by the Customer or any third party relating to Trudy or the Customer use of Trudy, including but not limited to (i) product liability claims; (ii) any claim that Trudy fails to conform to any applicable legal or regulatory requirement; or (iii) claims arising under consumer protection or similar legislation.

    5.6 Google shall not be responsible for the investigation, defence, settlement or discharge of any claim that Trudy or the Customer's use of Trudy infringes any third party's intellectual property rights.

    5.7 Notwithstanding anything to the contrary in this Agreement, Google Inc. and its subsidiaries are third party beneficiaries to this Agreement, and have the right (and shall be deemed to have accepted the right) to enforce this Agreement against the Customer.

6. Suspension of Service

  1. 6.1 Tailify may suspend the access to or use of Trudy if Tailify determines that the Customer's use of Trudy:
  2. 6.1.1 is in breach of this Agreement;
    6.1.2 poses a security risk;
    6.1.3 is adversely impacting or may adversely impact (as appropriate) Trudy or any service provided by Tailify to a third party;
    6.1.4 where it is in the legitimate interests of Tailify to do so, including where there is a reasonable risk that the Customer may default in the payment of the Fees,
  3. and Tailify shall use its reasonable endeavours to notify the Customer before the suspension takes effect and as soon as reasonably practicable thereafter, and may use any reasonable means to do so.

7. Customer Data and Derived Data

  • 7.1 The Customer shall own all right, title and interest in and to all the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of the Customer Data.

    7.2 The Customer warrants and represents that it has the authority, including all necessary rights, licences, and permissions, to upload and use, and to permit Tailify to use and Process, the Customer Data in accordance with this Agreement.

    7.3 The Customer hereby grants to Tailify a worldwide, non-exclusive, irrevocable (during the Terms), royalty free licence during the Term to use the Customer Data for the purpose of providing Trudy.

    7.4 The Customer acknowledges that Tailify may use the Customer Data to improve the performance and functionality of Trudy to develop improvements, updates, upgrades, modifications, or derivative works thereof which shall constitute Improvements (as defined in clause 9.2).

    7.5 Tailify may track and analyse the Customer’s use of Trudy for the purposes of security and to help Tailify improve Trudy.

    7.6 Each Party shall comply with its obligations under any Data Licence Agreement agreed between the parties in writing. The Data Licence Agreement is in addition to, and does not relieve, remove, or replace, the Parties' respective obligations or rights under the Data Protection Legislation.

    7.7 The Customer shall indemnify and hold harmless Tailify from and against all losses, damages, liabilities and claims, arising from or in relation to any third party claim that the processing and use of the Customer Data in accordance with this Agreement infringes or misappropriates any third party Intellectual Property Rights or breaches Data Protection Legislation. 

8. Fees and Payment

  • 8.1 The Customer shall pay the Fees set out in the Documentation in accordance with this clause 8 and the Order or any payment terms specified by Tailify from time to time without set-off in respect of any liability of Tailify.

    8.2 Tailify shall invoice the Customer for the Fees and the Customer shall pay the invoice on receipt or such other date as set out in the Order.

    8.3 If Tailify has not received payment by the due date, and without prejudice to any other rights and remedies of Tailify, Tailify may, without liability: (i) disable the Customer's access to all or part of Trudy until the invoice(s) concerned are paid in full; and/or (ii) charge the Customer interest on a daily basis on any overdue amounts at an annual rate equal to 5% above the Bank of England’s base rate, commencing on the due date and continuing until fully paid, whether before or after judgment.

    8.4 Fees are payable in pounds sterling (GBP) and are non-cancellable and non-refundable. Fees are stated exclusive of value added or other applicable sales tax, which shall be added to Tailify’s invoice(s) at the appropriate rate.

    8.5 The Customer shall make all payments under this Agreement without withholding or deduction of, or in respect of, any and all taxes, unless required by law. If any such withholding or deduction is required, the Customer shall, when making the payment to which the withholding or deduction relates, pay to Tailify such additional amount as will ensure that Tailify receives the same total amount that it would have received if no such withholding or deduction had been required.

    8.6 Tailify shall be entitled to increase the Fees at the start of each Extended Term upon thirty (30) days' prior written notice to the Customer.

9. Intellectual Property Rights

  • 9.1 All Intellectual Property Rights in and to Trudy and the Derived Data, shall belong to and remain vested in (or automatically upon creation shall vest in), Tailify. Except for the licence granted to the Customer in clause 2.1, nothing in this Agreement grants to the Customer any rights to or in any Intellectual Property Rights in Trudy.

    9.2 Without prejudice to clause 2.5 or clause 9.1, to the extent that the Customer’s use of Trudy results in any modifications, adaptations, developments, or any derivative works of or to Trudy (“Improvements”), then notwithstanding any rights or remedies of Tailify under clause 2.5 above, any and all Intellectual Property Rights in and to such Improvements shall immediately vest in and be owned by Tailify.

    9.3 Tailify makes no representation or warranty as to the validity or enforceability of the Intellectual Property Rights in Trudy.

    9.4 Tailify shall defend the Customer against any third party claim that the use of Trudy in accordance with this Agreement infringes any third party Intellectual Property Right and shall indemnify Customer for and against any amounts awarded against the Customer in judgment or settlement of such claims, provided that (i) Tailify is given prompt notice of such claim; (ii) the Customer provides reasonable co-operation to Tailify in the defence and settlement of such claim, at Tailify’s expense; (iii) Tailify is given sole authority to defend or settle the claim; and (iv) the Customer makes no admission of liability or fault itself or on behalf of Tailify.

    9.5 Tailify shall not in any circumstances have any liability (including in respect of the indemnity provided under clause 9.4) if the alleged infringement is based on: (i) modification of Trudy by anyone other than Tailify; or (ii) the Customer’s use of Trudy otherwise than in accordance with this Agreement or in a manner contrary to the instructions given to the Customer by Tailify; or (iii) the Customer’s use of Trudy after notice of the alleged or actual infringement from Tailify or any appropriate authority; or (iv) use or combination of Trudy with any other software or hardware, in circumstances where, but for such combination, no infringement would have occurred.

    9.6 The Customer shall defend Tailify against all or any costs, claims, damages or expenses incurred by Tailify in respect of any third party claim relating to the Customer’s use of Trudy otherwise than in accordance with this Agreement, provided that (i) the Customer is given prompt notice of such claim; (ii) Tailify provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and (iii) the Customer is given sole authority to defend or settle the claim; and (iv) Tailify makes no admission of liability or fault itself or on behalf of the Customer.

10. Confidential Information

  • 10.1 Each Party agrees to keep confidential and not use for any purpose other than the performance of its obligations under this Agreement, all Confidential Information of the other Party.

    10.2 Each Party will only disclose or reveal any of the other Party’s Confidential Information disclosed to it to: (i) those of its personnel who are required in the course of their duties to receive it for the purpose for which it is supplied (provided that each Party shall ensure that any such personnel to whom it discloses the other Party's Confidential Information comply with this clause 10.2); and (ii) any court, governmental or administrative authority competent to require the same, or as required by any applicable law, regulation, or governmental or regulatory body which is lawfully entitled to require the disclosure (and in each such case, the  Party shall, if legally permissible, notify the other Party of the requirement as soon as reasonably practicable and use commercially reasonable endeavours to discuss with the other Party and agree any possible limitations or restrictions on disclosure in advance to the extent permitted by law).

    10.3 The provisions of clauses 10.1 and 10.2 shall not apply to information that: (i) is or becomes generally available in the public domain otherwise than arising in connection with a breach of this clause by the recipient; (ii) is lawfully in the recipient's possession free of any restrictions as to its use or disclosure at the time of disclosure by the disclosing Party; (iii) is lawfully acquired from an independent third party who did not itself obtain it under an obligation of confidentiality; or (iv) is independently developed without access or reference to any information disclosed by the disclosing Party.

    10.4 The Customer acknowledges that Trudy including the way in which data, information, works and materials are visualised when using, or are otherwise presented by Trudy and the results of any performance tests of Trudy, constitute Tailify's Confidential Information.

    10.5 Tailify acknowledges that the Customer Data is the Confidential Information of the Customer.

    10.6 The provisions of this clause 10 shall survive termination or expiry of this agreement, however arising.

11. Limitation of Liability

  • 11.1 This clause 11 sets out the entire financial liability of Tailify to the Customer arising under or in connection with this Agreement, including in respect of any use made by the Customer of Trudy.

    11.2 Except as expressly and specifically provided in this Agreement, the Customer assumes sole responsibility for any information or results obtained from use of Trudy, and for conclusions drawn from such use.  Tailify shall have no liability for any damage caused by errors or omissions in any information or data, or any actions taken by Tailify at the Customer's direction. No other party is entitled to rely on the output, information or results produced by the Customer through its use of Trudy for any purpose whatsoever.

    11.3 Except as expressly and specifically provided in this Agreement, all warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement. The Customer acknowledges that Trudy and any information provided by or on behalf of Tailify are provided to the Customer on an "as is" basis.

    11.4 Nothing in this Agreement excludes either party’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation or for any liabilities that cannot be excluded under applicable law.

    11.5 Subject to clause 11.4, Tailify shall not be liable for any consequential, indirect, special, incidental, punitive or exemplary damages, whether foreseeable or unforeseeable, including loss of profit, loss of business, loss of goodwill, loss of or corruption of data, loss caused or contributed to by any agent or Representative of the Customer, loss caused as a result of Trudy being unavailable as a result of planned downtime for Trudy, as notified to the Customer from time to time, loss arising from any failure of the Customer’s infrastructure and/or utilities, loss caused as a result of Trudy being unavailable due to a Force Majeure Event, or loss caused by the failure or delay of any third party application or service or network.

    11.6 Subject to the other provisions of this clause 11, Tailify’s entire, aggregate liability to the Customer whether in contract, tort (including negligence), for breach of statutory duty or otherwise arising out of or relating to this Agreement shall be limited to the greater of the total Fees paid by the Customer during the twelve (12) months immediately preceding the date on which the claim arose.

12. Termination

  • 12.1 This Agreement shall commence on the Effective Date and continue for the term set out in the Order or nothing is specified in the Order, for twelve (12) months , unless terminated in accordance with this clause 12 ("Initial Term"). The term of this Agreement shall automatically extend at the end of for twelve (12) months ("Extended Term") at the end of the Initial Term and the end of each Extended Term, unless either party gives written notice to the other party, not later than thirty (30) days before the end of the Initial Term or the relevant Extended Term, to terminate this Agreement at the end of the Initial Term or the relevant Extended Term, as the case may be.

    12.2 Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if: (i) 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 ten (10) Business Days after being notified in writing to make such payment; or (ii) if the other Party commits a material breach of any terms of this Agreement, which breach is irremediable or (if such breach is remediable) fails to remedy that breach within ten (10) Business Days after being notified in writing to do so; or (iii) the other Party suspends, ceases, or threatens to suspend or cease carrying on its business or a substantial part thereof, or suffers an Insolvency Event.

    12.3 Without prejudice to any other rights or remedies hereunder to which Tailify may be entitled, if Tailify knows or has reasonable grounds to suspect that the Customer is acting in breach of its obligations under this Agreement (including failure to pay the Fees), Tailify may notify the Customer in writing accordingly and may suspend the Customer’s access to Trudy until such breach can be remedied, or until Tailify is satisfied, acting reasonably, that its suspicions are unfounded.

    12.4 Without any liability or further responsibility to the Customer, Tailify may suspend and/or terminate this Agreement with immediate effect by giving written notice to the Customer if Google suspends or ends the Google Chrome plug-in extension services on the Google Chrome Web Store at any time.

    12.5 On termination of this Agreement for any reason (a) all licences granted under this Agreement shall immediately terminate; (b)  all Fees which are outstanding on the date of termination shall become immediately due and payable; (c) subject to the terms and conditions of this Agreement, each Party shall return or destroy and make no further use of any Confidential Information, equipment, property and other items (and all copies of them) belonging to the other party; and (d) 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 this Agreement which existed at or before the date of termination shall not be affected or prejudiced.

13. General

  • 13.1 Entire agreement. This Agreement 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.
  • 13.2 Assignment.  The Customer shall not assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under this Agreement without the prior written consent of Tailify. Tailify may at any time assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under this Agreement without requiring any additional consent from the Customer.
  • 13.3 Force Majeure.  Neither Party is responsible for failing to fulfil its obligations (other than its payment obligations) under this Agreement due to causes beyond its reasonable control that directly or indirectly delay or prevent timely performance (“Force Majeure Event”). Any dates or times by which each Party is required to render performance under this Agreement shall be postponed automatically to the extent that the Party is delayed or prevented from meeting them by a Force Majeure Event. If the Force Majeure Event prevents, hinders, or delays the affected Party’s performance of its obligations for a continuous period of more than 30 days, the affected Party may terminate this Agreement by giving 30 days’ written notice to the other Party.
  • 13.4 Notices.  Any notice to be given under this Agreement shall be in writing and delivered by hand (delivery by courier shall be regarded as delivery by hand) or recorded delivery (or in the case of overseas post, by airmail) only to the Party concerned at the relevant address shown at the top of this Agreement (or such other address as may be notified by a Party to the other from time to time) and shall take effect:

    13.4.1 if delivered by hand, at the time of delivery;
    13.4.2 if delivered by recorded delivery, at the expiry of two (2) Business Days after the time of posting; or
    13.4.3 if delivered by airmail, at the expiration of seven (7) Business Days after the time of posting.
  • 13.5 Variation.  No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised Representatives).

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

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

    13.8 Relationship.  The relationship between the Parties is that of independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the Parties, nor authorise any Party to make or enter into any commitments for or on behalf of the other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person. The Parties acknowledge that the arrangements between them are non-exclusive. Nothing contained in this Agreement shall prohibit either of the Parties from conducting business activities with other third parties.

    13.9 Third party rights.  A person who is not a Party to this Agreement shall not have any right to enforce any term of this Agreement under the Contracts (Rights of Third Parties) Act 1999.

    13.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

    13.11 Governing Law. This Agreement, 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.

    13.12 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 this Agreement, its subject matter or formation.