This is a legal agreement between you (you) and Fuze Software Limited, a company registered in England (company number 14728012) at 68 Church Road, Hove, East Sussex, BN3 2DL (we, us or our) which allows you to access and use:
a. our online sales and delivery platform for installers of solar PV and battery systems, and any other online software applications that we make available to you under this Agreement (Software); and
b. any online documents provided in respect of the Software and related services (Documents).
IMPORTANT INFORMATION:
a. We licence the use of the Software, Documents and related services to you on the basis of this Agreement. We do not sell the Software, Documents or related services to you. We, or our licensors, remain the owners of the Software, Documents and related services at all times.
b. By creating an account on our website to access and use the Software, Documents and related services (whether under a free account, a Subscription Package or a Credits Package), you agree to be bound by the terms of this Agreement. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE SOFTWARE (OR ANY RELATED DOCUMENTS OR SERVICES). IF YOU HAVE ACCESSED THE SOFTWARE (OR ANY RELATED DOCUMENTS OR SERVICES) YOU MUST STOP USING THEM IMMEDIATELY.
LEGAL TERMS AND CONDITIONS
In the event of any conflict between the Contract, these terms and conditions and the Data Processing Addendum, the following order of precedence will apply: the Contract, then the Data Processing Addendum, then these terms and conditions.
1. Definitions and Interpretation
1.1 The following definitions and rules of interpretation apply in this Agreement.
Agreement: together, the Contract, these terms and conditions and the Data Processing Addendum.
Authorised User: your employees, agents and independent contractors who are authorised by you to use the Software.
Business Day: a day, other than a Saturday, Sunday or public holiday in England.
Contract: when you create an account on our website, whether you sign up for free access, a Subscription Package or a Credits Package.
Credits Package: where you purchase a specific number of credits which must be used within an agreed period of time, as set out in the Contract.
Customer Data: the data inputted by you (or on your behalf), for the purpose of using or facilitating your use of the Software or related services and any data generated by or derived from your use of the Software or related services, whether hosted or stored within the Software or elsewhere.
Data Processing Addendum: as set out on our website at https://fuze-app.ai/software-data-processing, as such other link as may be notified to you from time to time.
Effective Date: the date you create an account on our website.
End User: any visitor to your website which uses the Software.
Event Outside Our Control: as defined in clause 14.
Fees: the fees and/or charges payable by you to us under this Agreement (if any), as described in the Contract.
Good Industry Practice: the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a leading company within the relevant industry or business sector.
Insolvency Event: any of the following circumstances affecting a party: (a) that party becomes insolvent or goes or is put into administration or liquidation; (b) a trustee, receiver or manager is appointed in respect of that party’s business (other than for the purpose of a solvent reconstruction) or an application is made for such an appointment (c) a composition, scheme or arrangement with creditors is entered into; (d) that party ceases to trade (or threatens to do so); (e) any event or proceeding in any jurisdiction to which the party is subject which has an effect equivalent or similar to any of the foregoing.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in 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 existing and future rights capable of present assignment, applications for and 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.
Security Event: any (a) unauthorised third party access to the Software; or (b) use of the Software by you, any Authorised User or any End User that is in breach of this Agreement and has the potential to materially impact the Software or use of our services by any other customer or any of that customer's end users; or (c) Vulnerability or Virus introduced into the Software by (or facilitated through) you, any Authorised User, or any End User.
Subscription Package: where you are charged on a monthly basis for the subscription tier selected by you and set out in the Contract.
Term: the period commencing on the Effective Date until this Agreement is terminated.
Virus: 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 re-arranging, 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.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities will be construed accordingly.
2. Licence
2.1 In consideration of payment by you of the Fees and you agreeing to abide by the terms of this Agreement, we will, during the Term, provide you with access to the Software and (if any) related Documents on and subject to the terms of this Agreement.
2.2 Subject to you not being in breach of this Agreement, we grant to you a non-exclusive, non-transferable right and licence, without the right to sublicense, during the Term to:
2.2.1 access and use the Software, Documents and related services in the UK on the terms of this Agreement, solely for your internal business operations;
2.2.2 make the Software available to End Users via your website in accordance with this Agreement;
2.2.3 access and use the Software to manage the order and contracting process with End Users, provided that such use is made solely in accordance with this Agreement; and
2.2.4 promote your solar offering to End Users, including by way of your use of the Software.
2.3 The rights provided under this Agreement are granted to you only. They are not granted to any subsidiary or holding company of your business.
2.4 You are solely responsible for the management of the ordering and contracting process with End Users, including the provision of terms and conditions between you and End Users.
3. Fair Usage
If you enter into a subscription, depending on the package you choose, fair usage limits may apply. Any such limits will be set out on the relevant package description on our website and confirmed in the Contract and you agree to abide by any such limits. If you exceed the fair usage limits, we will charge you for additional usage monthly in arrears, at our standard rates as set out in the relevant package description.
4. Your Obligations
4.1 You will provide us with all necessary co-operation for us to provide the Software, Documents and related services including but not limited to Customer Data, security access information, configuration services and software interfaces to your other business applications. You will do so in a timely and efficient manner.
4.2 You are responsible for:
4.2.1 responding to all third-party requests concerning the use of the Software by you, your Authorised Users or any End User;
4.2.2 all use of the Software and Documents by you (including your Authorised Users, End Users and any third parties), including for any breach by them of this Agreement;
4.2.3 preventing unauthorised access to, or use of, the Software and Documents (including the use of secure passwords) and, in the event of any unauthorised access or use, you will promptly notify us;
4.2.4 maintaining a written, up-to-date list of current Authorised Users. You will: (a) provide such list to us within five (5) Business Days of our written request at any time; (b) and allow us to audit your use of and access to the Software to verify your compliance with this Agreement (no more than once per quarter, unless we have reason to believe you are in breach);
4.2.5 following any guidance or training provided by us (whether in written or other form) or set out in any Documents;
4.2.6 complying with all applicable laws and regulations with respect to your activities under this Agreement, including applicable technology control or export laws and regulations;
4.2.7 procuring, maintaining and securing your network connections and telecommunications links from your systems to our systems, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your or any End User's network connections or telecommunications links or caused by the internet, including implementing procedures in line with Good Industry Practice to prevent distribution or transmission of any Virus or Vulnerability;
4.2.8 the legality, reliability, integrity, accuracy and quality of all Customer Data.
4.3 You warrant and represent to us that:
4.3.1 you have the authority to grant any rights to be granted by you to us under this Agreement, and for the same to be used in the provision of the Software and otherwise in connection with this Agreement;
4.3.2 you own or have obtained valid licences, consents, permissions and rights necessary to: (a) use and where necessary to license to us, any materials reasonably necessary for the fulfilment of all our obligations under this Agreement; and (b) to otherwise enable us to comply with our obligations under this Agreement; and
4.3.3 the possession and use by us of any materials (including third-party materials) supplied by you will not infringe the rights, including any Intellectual Property Rights, of any third party.
5. Licence Restrictions
5.1 Except as expressly set out in this Agreement or as permitted by law, you must not do any of the following (or attempt to do so):
5.1.1 copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any portion of the Software and/or Documents (as applicable) in any form or media or by any means or for any purpose;
5.1.2 de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software for any purpose;
5.1.3 remove any proprietary notices on any Software or Documents;
5.1.4 license, sell, re-sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software, Documents or related services available to any third party except Authorised Users and End Users;
5.1.5 use the Software to store, distribute or transmit any material which (in our reasonable opinion): (a) is defamatory, offensive, abusive, nuisance, threatening or otherwise unreasonable or unlawful; (b) infringes the rights of any third party (including but not limited to rights of copyright, privacy or confidentiality); or (c) contains any Viruses or Vulnerability;
5.1.6 take any action which may jeopardise services supplied to third parties on the same shared-access infrastructure. You must notify us promptly in the case of a denial-of-service attack or distributed denial-of-service attack on your systems.
5.2 If you breach clause 5.1, in addition to our other rights under this Agreement, we may in our sole discretion and without liability suspend your access to the Software or terminate this Agreement with immediate effect. In either case we will notify you of our decision in writing.
5.3 We reserve the right, in our absolute discretion from time to time, to:
5.3.1 temporarily suspend access to the Software because of an emergency, for operational maintenance or improvements or if there is a Security Event;
5.3.2 access your account for the purposes of maintaining our infrastructure, analysing markets and producing reports, performing research and statistical analysis and monitoring usage;
5.3.3 modify the Software, our network, system configurations or routing configuration. We will notify you of any material modifications to the Software.
6. Charges and Payment
6.1 You will pay the Fees in accordance with the provisions of clause 3, clause 6 and the Contract.
6.2 The Contract will specify the basis upon which the Fees are charged and payable for your chosen package, and the frequency at which payments are collected. Payment of Fees is collected automatically via our online payment provider (currently Stripe) in accordance with the payment terms specified in the Contract and you consent to us charging your payment method on a recurring basis without requiring prior approval for each recurring charge and any other charge which is due under this Agreement.
6.3 You must provide complete, accurate and up-to-date payment information when completing the Contract, and ensure that such information remains complete, accurate and up to date during the Term. We do not collect or store your payment details (the same being held securely by our payment provider).
6.4 Unless otherwise agreed in writing:
6.4.1 if you terminate this Agreement, we remain entitled to charge you the applicable Fees for quotes raised via the Software which convert to sales after the date of termination;
6.4.2 in respect of the Credits Package, you acknowledge that: (a) credits must be used in the relevant period, which means that unused credits do not roll forward on renewal; and (b) no refunds will be provided for unused credits either on renewal or termination.
6.4.3 all payments made by you under this Agreement are exclusive of VAT. We will provide you with a valid VAT invoice;
6.4.4 all amounts due to us under this Agreement must be paid in pounds sterling, in full without any deduction of any kind, whether by way of set-off, abatement, withholding or otherwise. If you are required to make any deduction or withholding as a result of applicable tax law, you will gross up all relevant payments due to us so that the amount we actually receive is equal to what we would have received if such applicable tax law did not apply.
7. Our obligations
7.1 We will perform our obligations under this Agreement with all reasonable skill and care. This warranty does not apply to the extent that any non-conformance is caused by use of the Software contrary to our instructions, including as set out in this Agreement.
7.2 If we do not conform with the warranty in clause 7.1, we will use reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the agreed performance provided that you make available all the information that may be necessary to help us to remedy the non-conformance. Such action constitutes your sole and exclusive remedy for any breach of the warranty in clause 7.1.
7.3 We do not warrant that: (a) your use of the Software will be uninterrupted or error-free; or (b) the Software will be free from Vulnerabilities or Viruses.
7.4 We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet. You acknowledge that the Software may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.5 We will follow our standard back-up archiving and security procedures for Customer Data. We will promptly notify you in writing of any actual or suspected loss or damage to the Customer Data and in such an event your sole and exclusive remedy will be for us to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest backup of the same. We are not responsible for any loss, destruction, alteration or unauthorised access to or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by us to perform services related to Customer Data maintenance and back-up).
8. Intellectual property rights
8.1 You acknowledge that all Intellectual Property Rights in the Software, Documents and related services anywhere in the world belong to us or our licensors, that rights in the Software and Documents are licensed (not sold) to you, and that you have no rights in, or to, the Software, Documents or related services other than the right to use them in accordance with the terms of this Agreement. You acknowledge that you have no right to have access to any Software in source code form.
8.2 You own and retain all rights, title and interest in and to the Customer Data and your trade marks and branding. Save to the extent permitted under this Agreement, we will have no rights to access, use or modify the Customer Data unless we have your prior written consent.
8.3 You grant to us a non-exclusive, non-transferable right to use your trade marks, branding and data for the purpose of:
8.3.1 providing the Software and related services in accordance with this Agreement during the Term, including applying your trade marks and branding to the Software;
8.3.2 announcing the parties’ relationship publicly by way of press release, statement or similar means and refer to you, orally or in writing, as our customer for promotional, marketing and financial reporting purposes including displaying your name and/or trade marks on our website.
8.3.3 advertising the performance of the Software such as conversion rate and order value uplift.
8.4 You will indemnify us against all liabilities, costs and expenses (including all interest, penalties, legal costs and other reasonable professional costs and expenses), damages and losses (including but not limited to any direct, indirect, special or consequential losses) that we suffer or incur arising out of or in connection with any claim made against us for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with our use of your trade marks and branding, Customer Data and/or any other data or materials provided to us in connection with this Agreement.
8.5 All uses of a party's trade marks as permitted under this Agreement, including all goodwill arising, will accrue solely to the benefit of the party owning the Intellectual Property Rights in those marks.
8.6 Each party reserves all rights not expressly granted in or pursuant to this Agreement.
8.7 You acknowledge that we collect aggregated, anonymous data concerning the use and performance of the Software for: (a) the improvement and optimisation of the Software for the benefit of all customers; (b) maintaining our infrastructure and systems, capacity planning, providing services to other customers and developing new software and services; and (c) analysing and commenting on industry trends and developments, and to develop our business with existing and new customers.
8.8 To the extent that any of the data referred to in clause 8.7 includes Customer Data (notwithstanding it is aggregated and anonymised), you grant us a non-exclusive, royalty-free, irrevocable and perpetual licence to use such data for those purposes specified in clause 8.7.
9. Data Protection
Both parties will comply with all applicable requirements of the Data Protection Legislation and the Data Protection Addendum. This clause 7 and the Data Protection Addendum are in addition to, and do not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
10. Confidentiality
10.1 Each party undertakes that it will not at any time 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 10.2.
10.2 Each party may disclose the other party's confidential information: (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party will ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 10; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3 No party may use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
10.4 You acknowledge and agree that our confidential information includes the Software and Documents. We acknowledge and agree that the Customer Data is your confidential information.
10.5 This clause 10 does not apply to any confidential information that: (a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its representatives in breach of this clause 10); (b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party; (c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; (d) the parties agree in writing is not confidential or may be disclosed; or (e) is developed by or for the receiving party independently of the information disclosed by the disclosing party.
11. Limitation of liability
11.1 Nothing in this Agreement excludes or limits the liability of either party for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability which cannot lawfully be excluded or limited; or (d) your obligation to pay the Fees.
11.2 You agree and acknowledge that:
11.2.1 the Software may enable or assist you or any End Users to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that you, and the End Users, do so solely at your/their own risk.
11.2.2 you are responsible for (a) the operation, content and use of your website; and (b) the results obtained from the use of the Software and related services, and for any conclusions drawn from such use. We are not liable for any damage caused by errors or omissions in any information you provide to us or any action we take at your direction;
11.2.3 we are not responsible for and we have no liability to you for any interruption, defect or issue in the performance or functionality of the Software caused by: (a) your negligence or breach of this Agreement; (b) any interruption, defect or issue affecting any of your information technology systems including your website, whether arising as a result of your actions or those of your suppliers, the introduction of malicious code or otherwise; (c) any modifications you make (or a third party makes on your behalf) to the Software without our permission;
11.2.4 all conditions, warranties, representations or other terms, implied by statute, common law or otherwise, are excluded to the fullest extent permitted by law; and.
11.2.5 where you are engaged in a Regulated Activity (as defined below), you are responsible for complying with comply with any requirements that apply to such Regulated Activity from time to time and you will defend, indemnify and hold us harmless against any loss or damage (including regulatory fines or penalties) costs (including legal fees) and expenses which we may suffer or incur as a result of your breach of this clause 11.2.5. In this clause, a Regulated Activity includes but is not limited to operating in a field of business for which you must be licensed to operate, the provision of an online intermediation service, an online search engine or service that facilitates online interaction between users (such as, but not limited to, a social media platform).
11.3 Subject to clause 11.1:
11.3.1 we will not in any circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for: (a) loss of profits, sales, business, or revenue; (b) business interruption; (c) loss of anticipated savings; (d) wasted expenditure; (e) loss or corruption of data or information; (f) loss of business opportunity, goodwill or reputation; (g) where any of the losses set out in condition 11.3.1 to condition 11.3.1 are direct or indirect; or (h) any special, indirect or consequential loss, damage, charges or expenses;
11.3.2 our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the Fees paid under this Agreement during the 12 months preceding the date on which the claim arose, subject to a maximum of £1,000,000 in the aggregate.
12. Term and Termination
12.1 This Agreement will commence on the Effective Date and will continue until terminated in accordance with its terms. Depending on whether you sign up for a free account, a Subscription Package or Credits Package, the following provisions will also apply, as applicable:
12.1.1 If you have a free account only, you can cancel this Agreement at any time within your account, in which case this Agreement will terminate immediately.
12.1.2 If you have a Subscription Package: you can cancel your Subscription Package within your account at any time before the next renewal date. If you cancel your Subscription Package, this Agreement will terminate with effect from the end of that month and your account will automatically transfer to a free account. If you do not want to move to the free account and instead want your account to be closed, you will need to notify us in writing.
12.1.3 If you have a Credits Package: this Agreement will continue in force for the initial period specified in the Contract and will automatically extend on a rolling basis, in each case for the same period as the initial period. For example, if the initial period is 12 months the Agreement will automatically extend for successive 12-month periods. You can cancel your Credits Package within your account at any time before the next renewal date, in which case this Agreement will terminate with effect from that renewal date and your account will automatically transfer to a free account.
12.1.4 If you cancel a Subscription Package or Credits Package under clause 12.1.2 or 12.1.3 and you do not want to transfer to a free account, you can ask us to close your account by notifying us of this in writing. In this case, this Agreement will terminate with effect from the date we close your account.
12.2 Without prejudice to 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:
12.2.1 the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;
12.2.2 the other party suffers an Insolvency Event; or
12.2.3 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
12.3 Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after expiry or termination of this Agreement will remain in full force and effect.
12.4 Expiry or termination of this Agreement for any reason will not affect the accrued rights, remedies, obligations or liabilities of the parties existing at expiry or termination.
12.5 On expiry or termination of this Agreement for any reason:
12.5.1 any outstanding Fees will become immediately due and payable;
12.5.2 we will immediately cease provision of the Software and related services;
12.5.3 all rights granted under this Agreement will immediately terminate;
12.5.4 you must immediately and permanently delete or disable interfaces to the Software from all computer equipment in your possession, and immediately destroy, delete or return to us (at our option) all copies of the Documents and Software then in your possession, custody or control and, in the case of destruction or deletion, certify to us that you have done so;
12.5.5 we may destroy or otherwise dispose of any of the Customer Data in its possession unless we receive, no later than thirty (30) days after the effective date of the termination of this Agreement, a written request from you for the delivery of the then most recent back-up of the Customer Data.
13. Communications between us
13.1 We may update the terms of this Agreement at any time on notice to you in accordance with this clause 13. Your continued use of the Software, Documents and related services following the deemed receipt and service of the notice under clause 13.3 will constitute your acceptance to the terms of this Agreement, as varied. If you do not wish to accept the terms of the Agreement (as varied) you must immediately stop using and accessing the Software, Documents and related services on the deemed receipt and service of the notice.
13.2 If we have to contact you, we will do so by email or by pre-paid post to the address you provided when you created your account on your website.
13.3 Any notice:
13.3.1 given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent (or, if this time falls outside 9.00 am to 5.00 pm on any Business Day, as 9.00 am on the next Business Day), or three days after the date of posting of any letter; and
13.3.2 given by you to us will be deemed received and properly served 24 hours after an email is sent to us at support@fuze-app.ai (or, if this time falls outside Normal Business Hours in the place of receipt, when Normal Business Hours resume), or three days after the date of posting of any letter.
13.4 In proving the service of any notice, it will be sufficient to prove: (a) in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; (b) in the case of a letter, that it was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and (c) in the case of an email, that such email was sent to the email address of the recipient given for these purposes.
13.5 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
14. Events outside our control
14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 14.1. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
14.2 If an Event Outside Our Control takes place that affects the performance of our obligations under this Agreement: (a) our obligations under this Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and (b) we will use our reasonable endeavours to find a solution by which our obligations under this Agreement may be performed despite the Event Outside Our Control.
15. Other important terms
15.1 We may transfer our rights and obligations under this Agreement to another organisation, but this will not affect your rights or our obligations under this Agreement. You may only transfer your rights or your obligations under this Agreement to another person if we agree in writing.
15.2 This Agreement and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.
15.3 You acknowledge that in entering into this Agreement: (a) you do not rely on and will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement or any document expressly referred to in it; and (b) you will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement or any document expressly referred to in it.
15.4 A waiver of any right or remedy is only effective if given in writing and will not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
15.5 Each clause in this Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.
15.6 Nothing in this Agreement is intended to, or will be deemed to: (a) establish any partnership or joint venture between the parties; (b) appoint one party the agent of another party; or (c) authorise one party to make or enter into any commitments for or on behalf of the other. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
15.7 This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
15.8 Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
15.9 This Agreement, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.