Found Terms & Conditions

1. APPLICATION

1.1 These Terms and Conditions (“Master Services Terms and Conditions”) shall apply to the provision of Services by Found to the Client.

1.2 If there is any conflict or ambiguity between these Master Services Terms and Conditions and the Insertion Order, the Insertion Order shall take precedence.

2. DEFINITIONS AND INTERPRETATION

2.1 In these Master Services Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Agreement” means any agreement between the Parties which shall incorporate, and be subject to, an Insertion Order and the Master Services Master Services Terms and Conditions;
“Business Day” means a day (excluding Saturdays) on which banks in London are open for the transaction of normal banking business (other than solely for trading and settlement in Euros);
“Client” means any individual, firm or corporate body (which expression shall, where the context so admits, include its successors and assigns) which purchases services from Found and whose details appear on an Insertion Order;
“Confidential Information” means any and all information acquired by either party about the other party’s business and/or given by one party to the other party and/or generated by either party from the other party’s Confidential Information in the course of fulfilling their obligations under this Agreement. Found’s Confidential Information includes any confidential information of Third Party Suppliers
“Cookie Period” means the period set out on the Insertion Order;
“CPA” means cost per action, where Found generates a fee for every defined action;
“Credit Limit” means the monetary sum specified as such on the Insertion Order;
“Deposit” means any deposit set out on the Insertion Order
“Downtime” means any and all time when the Website is not fully operational;
“EPC” means earnings per click, an industry metric;
“Execution Date” means the date of the Agreement as set out on the Insertion Order;
“Fees” means the fees and charges payable by the Client under Clause 5 & 6 in accordance with the Terms of Payment;
“Field of Use” as defined on the Insertion Order.
“Found” means Artemis Eight LLP, 1 East Poultry Avenue, London EC1A 9PT, Registered Company Number OC311651, trading as “Found”; and
“Group” means, in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.
“holding company and subsidiary” mean a “holding company” and “subsidiary” as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) its nominee. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be amended so that: (a) references in sub sections 1159(1)(a) and (c) to voting rights are to the members’ rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.
“Initial Term” means the period specified on the Insertion Order, beginning on the Live Date
“Insertion Order” means the order form setting out the services to be provided and other details concerning the relationship between Found and the Client and which forms part of this Contract;
“Intellectual Property Rights or IPR” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
“Invoice Period” means the period within which payment of a particular invoice must be made, as set out on the Insertion Order;
“Keyword” means a term or a word used to identify content in websites and which allows a search engine to index those websites and to rank those websites in decreasing relevance or popularity;
“Liability” means actions, awards, costs, claims, damages, losses (including without limitation any direct or indirect consequential losses), demands, expenses, loss of profits, loss of reputation, judgments, penalties and proceedings and any other losses and/or liabilities;
“Live Date” means the date upon which the Services will commence by Found as set out on the Insertion Order;
“Management Fee Model” means the fee model for Services where the basis for charging is a monthly fee set out on the Insertion Order.
“Parties” means Found and the Client collectively, and each a “Party”
“Pixel” means the tracking code placed on the Client’s Website;
“Pixel Downtime” means any period when the Pixel is not operational on the Website
“PPC” means pay per click advertising model, where payment is made for clicks.
“Privacy Policy”” means the data protection and security policy as may be requested from Found and which is available online at Privacy Policy
“SEO” means Search Engine Optimisation, which is the task of improving a webpage or website’s ranking or visibility on the Traffic Providers
“Services” means the services to be provided by Found to the Client as set out in the Services Schedule;
“Services Schedule” means the schedule setting out the details of the Services on the Insertion Order;
“Terms of Payment” means the terms of payment as set out in the Insertion Order.
“System” means the combination of the Third party Suppliers’ hardware and software;
“Third Party Suppliers” means those third party suppliers that provide or enable any part of the Services, as set out on the Insertion Order;
“Tracking” means the analysis of visitor behaviour and the tracking of visitors to websites or Traffic Providers;
“Traffic Levels” means the number of visitors to the Website;
“Traffic Providers” means internet search providers and content, traffic and other providers including, but not limited to, Google, MSN, BING, Yahoo and Facebook;
“User Agreement” means any terms and conditions of any Third Party Supplier applying to the Client as set out on the Third Party Supplier’s Website, as notified by Found to the Client;
“VAT” means value added tax chargeable under English law for the time being and any similar additional tax;
“Website” means the Client’s website or websites as set out on the Insertion Order, and which shall include all sub-domains, lower level domains of the Website URL and variants;

2.2 Unless the context otherwise requires, each reference in these Master Services Terms and Conditions to:

2.2.1 “writing”, and any similar expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

2.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

2.2.3 a Clause or paragraph is a reference to a Clause of these Master Services Terms and Conditions.

2.3 The headings used in these Master Services Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Master Services Terms and Conditions.

2.4 Words imparting the singular number shall include the plural and vice versa.

2.5 References to any gender shall include the other gender.

3. SERVICES

3.1 The Client hereby appoints Found as its exclusive provider of the Services and Found hereby accepts the appointment on these Master Services Terms and Conditions.

3.2 With effect from the Live Date Found shall, in consideration of the Fees being paid in accordance with the Terms of Payment, provide the Services to the Client.

3.3 Details of the Services will be as set out in the Services Schedule to the relevant Insertion Order.

3.4 In the event that the Live Date is not confirmed at the Execution Date, Found will subsequently provide a Live Date to the Client.

3.5 Found will use reasonable care and skill to perform the Services.

3.6 Found shall use all reasonable endeavours to complete its obligations under the Agreement, but time will not be of the essence in the performance of these obligations.

3.7 Found shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Found shall notify the Client in any such event.

3.8 Found shall, if indicated on the Insertion Order, provide Reports to the Client at the frequency and in the format specified in the Services Schedule.

3.9 Tracking

3.9.1 For all Services requiring Tracking, all actions, clicks or sales will be tracked by Found using a Pixel. The reports generated by the Pixel by Found will be used for all sales revenue reporting calculations to the Client.

3.9.2 Each visit to the Website by a unique visitor will generate a cookie. The Pixel will record each subsequent visit by that unique cookie to the Website.

3.9.3 The Pixel will only claim a chargeable sale if the sale occurs within the Cookie Period following the last recorded visit by the unique cookie to the Website

3.9.4 In the event that the Client disputes the reports generated by Found, it shall provide notice to Found not later than 7 days following receipt of the report. Found will provide enhanced detail on the report in dispute within 7 days of such notice by the Client.

4. CLIENT OBLIGATIONS

4.1 The Client shall:

4.1.1 co-operate with Found in all matters relating to the Services.

4.1.2 provide, in a timely manner, such in-put material and other information as Found may require, and ensure that it is accurate in all material respects;

4.1.3 ensure that any third party previously providing services to it relating to the Services shall fully co-operate with Found and, in particular, at all times shall hand over all relevant materials which are in its possession or provide all relevant information reasonably requested by Found.

4.2 The Client shall not, during the continuance of the Agreement and unless otherwise agreed by Found and set out on the Insertion Order, provide or procure Services that either compete with or have a material impact on the provision of Services by Found.

4.3 The Client warrants that:

4.3.1 it will comply with the User Agreement as if it were incorporated into the Agreement. If there is any conflict between these Master Services Terms and Conditions and the terms of the User Agreement, then these Master Services Terms and Conditions shall prevail;

4.3.2 ownership, proprietary rights and all Intellectual Property Rights in all software supplied to the Client or otherwise available to the Client shall remain the property of Found or its licensors. The Client agrees to comply with the terms of any agreement reasonably required by the owner of Intellectual Property Rights in all software supplied to or used by the Client for the protection of that software.

4.3.3 to the best of its knowledge, information and belief, all information supplied to Found in relation to the supply of the Services will be accurate and in accordance with all laws, and does not violate any third party rights, including any third party Intellectual Property Rights and that it shall indemnify the Agency against all damages, losses and expenses arising as a result of any action or claim in this regard.

4.3.4 it shall provide at least 24 hours’ written notice to Found of any changes to the Website that are likely to affect the Services;

4.3.5 it shall provide reasonable notice to Found of any changes likely to impact on the delivery of the Services by Found;

4.3.6 it shall maintain a backup of the Website, any underlying code, and all materials, information and intellectual property owned by it that are passed to Found under this Agreement;

4.3.7 where Found is providing Services that require Tracking, or the implementation of a Pixel to the Client, from the Live Date:

4.3.7.1 the Pixel will be placed on the Website correctly at all times;

4.3.7.2 the tracking system enabled by the Pixel may be used on the Website;

4.3.7.3 the Pixel will not be removed from the Website (or any of them) until, following termination or expiry, after the expiration of the Cookie Period;

4.3.7.4 it will notify Found if the Pixel suffers any Pixel Downtime and that it will use best endeavours to ensure that it is fully operational again within one (1) hour of when the Pixel first became non-operational; and

4.3.7.5 it will notify Found if the Website (or any of them) suffers any Downtime and that it will use best endeavours to ensure that it is fully operational again within two (2) hours of such Downtime commencing.

4.4 In the event that the Client fails to meet the time targets in either clause 4.3.7.4 or 4.3.7.5, it agrees that it will compensate Found on the following basis:

(Average EPC for 30 days immediately before the Downtime or Pixel Downtime)

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(Assumed Traffic Levels for the period of the Downtime or Pixel Downtime)

4.5 The average EPC for the period of Downtime or Pixel Downtime will be calculated by reference to the 30 days immediately preceding the period of Downtime or Pixel Downtime. If there is less than 30 days data at the time that the Downtime or Pixel Downtime occurs, then the Client will compensate Found for its losses suffered as a result by paying Found a sum equivalent to the assumed earnings for the period of the Downtime or Pixel Downtime.

4.6 Any Downtime or Pixel Downtime shall not be included in any calculations of Found’s compliance with any agreed KPIs or service level metrics set out in the Services Schedule, if the inclusion of the Downtime and Pixel Downtime would adversely affect Founds’ level of compliance with the agreed KPIs or service level metrics. Found’s entitlement to fees for PPC, SEO and Social services shall not be adversely affected by any Downtime or Pixel Downtime.

5. FEES

5.1 The Client agrees to pay the Fees in accordance with the Terms of Payment.

6. INVOICING AND PAYMENT

6.1 Found will invoice the Client at the Invoice Interval set out on the Insertion Order. Where the Client is subject to a Credit Limit, Found will invoice the Client each and every time the value of the unpaid Fees for the Services reaches the Credit Limit.

6.2 All payments required to be made pursuant to the Agreement by either Party shall be made within the Invoice Period for the relevant invoice in cleared funds to such bank as the receiving Party may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as that Party is required to deduct or withhold by law.

6.3 The time of payment shall be of the essence. If the Client fails to make any payment on the due date then Found;

6.3.1 without prejudice to any right which Found may have pursuant to any statutory provision in force from time to time, have the right to charge the Client interest on a daily basis at an annual rate equal to the aggregate of 4% and the base rate of Natwest Bank PLC from time to time on any sum due and not paid on the due date. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgement; and

6.3.2 may withhold or suspend future or current performance of the Services and performance under this agreement any other agreement with the Client.

7. CONFIDENTIALITY

7.1 Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 7.2.

7.2 Each party may disclose the other party’s confidential information:

7.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 7; and

7.2.2 as may be required by law, court order or any governmental or regulatory authority.

7.3 No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this agreement.

8. DATA OWNERSHIP AND PROTECTION

8.1 The Client acknowledges that data collected and stored by Found and its Third Party Suppliers on behalf of Found, remains the property of Found.

8.2 Found shall (and shall procure that any of its Staff involved in the provision of the agreement) comply with any notification requirements under the Data Protection Legislation and both parties will duly observe all their obligations under the Data Protection Legislation, which arise in connection with the agreement.

8.3 Found shall comply with Found Privacy Policy.

8.4 Found agrees that any data account owned by the Client to which Found has access during the provision of the Services, shall be returned to the Client at the termination or expiry of the Agreement.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Unless otherwise indicated, the Client is the sole and exclusive owner of all Intellectual Property Rights in the Website.

9.2 The Client hereby grants to Found a non-exclusive, non-transferrable, royalty free licence to use its Intellectual Property Rights within the Field of Use.

9.3 The Client hereby grants to Found a non-exclusive, non-transferrable, royalty free licence to use its trade marks (Trade Marks) within the Field of Use.

9.4 In the event that Found wishes to use the Trade Marks of the Client for any purposes outside the Field of Use, it must not do so without the prior written consent of the Client, such consent not to be unreasonably withheld.

9.5 By accepting the terms of this Agreement Found hereby agrees that:

9.5.1 the Trade Marks of the Client shall remain the property of the Client unless and until the Client assigns the Trade Marks of the Client, to a third party;

9.5.2 nothing in the Agreement shall be deemed to confer any ownership rights in the Client’s Trade Marks to Found; and

9.5.3 Found shall not contest the validity of the Client’s Trade Marks.

9.6 The Client shall indemnify Found against all damages, losses and expenses arising as a result of any action or claim of infringement of Intellectual Property Rights of a third party.

9.7 The Client acknowledges that, in respect of any third party Intellectual Property Rights, the Client’s use of any such Intellectual Property Rights is conditional on Found obtaining a written licence from the relevant licensor on such terms as will entitle Found to license such rights to the Client.

9.8 Found shall be free to utilise for the benefit of its other clients any skill and/or know-how that it may develop or acquire in the performance of the Services.

9.9 Unless otherwise indicated, Found shall be the sole and exclusive owner of any domain names which it registers and develops during the performance of the Services.

10. TERMINATION

10.1 Either Party may terminate the Agreement by giving written notice to the other Party if:

10.1.1 any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within 14 days of the due date for payment;

10.1.2 the other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 30 days after being given written notice giving full particulars of the breach and requiring it to be remedied;

10.1.3 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;

10.1.4 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);

10.1.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under this Agreement);

10.1.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;

10.1.7 the other Party ceases, or threatens to cease, to carry on business; or

10.1.8 control of the other Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement. For the purposes of this Clause 8, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.

10.2 For the purposes of Clause 10.1.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.

10.3 In the event that a Third Party Provider, which is essential to the provision of the Services by Found, terminates its services with Found, Found can terminate this Agreement on reasonable notice to the Client.

11. CONSEQUENCES OF TERMINATION

11.1 On termination of this agreement for any reason:

11.1.1 the Client shall immediately pay to Found all of Found’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Found may submit an invoice, which shall be payable immediately on receipt;

11.1.2 Found will cease paying Traffic Providers at midnight on the day of the date of termination;

11.1.3 where a CPA model is being used, Found will invoice the Client for any sales arising after termination or expiry which occur within the Cookie Period. If the Client fails to keep the Pixel fully operational on its Website until the expiration of the Cookie Period, the Client agrees that Found may calculate a reasonably assumed sales rate and invoice the Client accordingly.

11.1.4 the Client will remove the Pixel once the Cookie Period has expired; and

11.1.5 where a Deposit was paid to Found, it will repay the balance less any sums due as a result of termination of the Agreement, if any; and

11.1.6 clauses which expressly or by implication have effect after termination shall continue in full force and effect.

12. SUB-CONTRACTING

12.1 Either Party may not sub-contract the performance of any of its obligations under the Agreement without the prior written consent of the other Party. Where either Party sub-contracts the performance of any of its obligations under the Agreement to any person with the prior consent of the other Party, the sub-contracting Party shall be responsible for every act or omission of the sub-contractor as if it were an act or omission of the sub-contracting Party itself.

12.2 Each party that has rights under this agreement is acting on its own behalf and not for the benefit of another person.

13. NON-SOLICITATION

13.1 During this term of the Agreement, and for nine (9) months after termination or expiry, the Client will not, without the prior written consent of Found, (whether on its own behalf, in conjunction with and/or on behalf of any individual and/or organisation in any capacity) directly and/or indirectly:

13.1.1 entice or attempt to entice away from employment with Found any person who is an employee of Found;

13.1.2 employ, engage and/or otherwise use the services of any individual who was an employee or representative of Found during the preceding nine (9) months; and/or

13.1.3 assist, advise or give any information to enable a third party to engage in any of the activities stated in this Clause 13.1.

13.2 If any part of this Clause 13 is held to be void and/or unenforceable that part shall be struck out and the remainder of this Clause shall remain in full force and effect.

13.3 Any consent given by Found in accordance with clause 13.1 shall be subject to the Client paying to Found a sum equivalent to 20% of the then current annual remuneration of Found’s employee, consultant or subcontractor.

14. LIABILITY AND INDEMNITY – THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

14.1 Nothing in these Conditions shall limit or exclude Found’s liability for:

14.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

14.1.2 fraud or fraudulent misrepresentation;

14.2 Subject to clause 14.1:

14.2.1 Found shall not under any circumstances whatsoever be liable for:

a) loss of profits; or

b) loss of business; or

c) depletion of goodwill and/or similar losses; or

d) loss of anticipated savings; or

e) loss of goods; or

f) loss of contract; or

g) loss of use; or

h) loss or corruption of data or information; and

i) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses;

14.2.2 Found’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this agreement shall in all circumstances be limited to a figure no greater than twice the Fees paid for the Services in the previous twelve months, (or if 12 months have not elapsed, would be payable in twelve months).

14.3 Found shall not be liable to the Client or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of Found’s obligations if the delay or failure was due to any cause beyond Found’s reasonable control.

14.4 If Found’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

14.4.1 Found shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays Found’s performance of any of its obligations;

14.4.2 Found shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Found’s failure or delay to perform any of its obligations under the Agreement as set out in this clause 14.4; and

14.4.3 the Client shall reimburse Found on written demand for any costs or losses sustained or incurred by Found arising directly or indirectly from the Client Default.

14.5 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.

15. FORCE MAJEURE

15.1 Neither the Client nor Found shall be liable for any failure or delay in performing their obligations under the Agreement where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

16. NOTICES

16.1 Unless otherwise stated in the Insertion Order, the Parties agree that all notices to be served under the Agreement shall be in writing and may be sent by email to each Parties’ address as listed on the Insertion Order

16.2 Notices shall be deemed to have been duly given:

16.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

16.2.2 when sent, if transmitted by fax or e-mail and a successful transmission report or return receipt is generated; or

16.2.3 on the second business day following mailing, if sent by first class postage;

16.3 Service of any document for the purposes of any legal proceedings concerning or arising out of the Agreement shall be effected by either Party by causing such document to be delivered to the other Party at its registered or principal office, or to such other address as may be notified to one Party by the other Party in writing from time to time. Service under this clause 18.3 may not be given by email or facsimile.

17. DISPUTE RESOLUTION

17.1 If any dispute arises in connection with this agreement, Found’s Manager and the Client’s Manager shall, within 7 days of a written request from one party to the other, meet in a good faith effort to resolve the dispute.

17.2 If the dispute is not resolved at that meeting, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. To initiate the mediation, a party must give notice in writing (ADR notice) to the other party requesting mediation. A copy of the request should be sent to CEDR Solve. The mediation will start not later than 30 days after the date of the ADR notice.

17.3 The commencement of mediation will not prevent the parties commencing or continuing court proceedings.

18. GENERAL

18.1 VARIATION: Subject to the above, no variation of this agreement or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the parties.

18.2 WAIVER: A waiver of any right or remedy under this agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude 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 this agreement or by law shall preclude or restrict the further exercise of any such right or remedy.

18.3 CUMULATIVE REMEDIES: Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.

18.4 SEVERANCE: If any provision of this agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the agreement, and the validity and enforceability of the other provisions of the agreement shall not be affected. If a provision of this agreement (or part of any provision) is found illegal, invalid or unenforceable, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties’ original commercial intention.

18.5 ENTIRE AGREEMENT: This agreement and any documents referred to in it constitute the entire agreement between the parties and supersede and extinguish all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of this agreement. Each party acknowledges that, in entering into this agreement and the documents referred to in it, it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this agreement or those documents. Each party agrees that its only liability in respect of those representations and warranties that are set out in this agreement or those documents (whether made innocently or negligently) shall be for breach of contract. Nothing in this clause shall limit or exclude any liability for fraud.

18.6 NO PARTNERSHIP OR AGENCY: Nothing in this agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

18.7 RIGHTS OF THIRD PARTIES: A person who is not a party to this agreement shall not have any rights under or in connection with it.

18.8 SURVIVAL OF TERMS: Termination of this Contract shall not affect any rights of the parties accrued up to the date of termination.

19. LAW AND JURISDICTION

19.1 These Master Services Terms and Conditions and the Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

19.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Master Services Terms and Conditions or the Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

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