Terms and Conditions
TERMS & CONDITIONS
1. INTERPRETATION
The definitions and rules of interpretation in this clause apply in this agreement.
1.1 DEFINITIONS:
Appendices: the document/s produced by the Supplier and the Client setting out the desired outcomes (but which do not form part of these Terms and Conditions nor the Service Terms and Conditions) and copies of which are appended to these terms. The appendices are as follows:
Appendix 1 – Client Questionnaire
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Charges: the charges in respect of the Services set out in the Schedule, together with any charges arising under the terms of this agreement.
Confidential Information: all information, whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, digitally, orally or by inspection of documents or pursuant to discussions between the parties), where the information is:
(a) identified as confidential at the time of disclosure; or
(b) ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.
Effective Date: the date of this agreement.
Data Protection Laws: the Data Protection Act 2018, the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR) and any successor legislation, and the terms “data controller”, “data processor”, “Personal Data” and “Data Subject” shall have the meanings as under those acts.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, right in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, right to use and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Materials: the information, data or content provided to the Supplier by the Client from time to time for incorporation or use in the Services.
Schedule/s: the document/s produced by the Supplier setting out the Services, the Charges and the timetable within which the Supplier will implement the Services, and a copy of which is appended to these terms. The Schedules are as follows:
Schedule A – Website Project Terms and Conditions
Schedule B – Project Plan (including Deliverables)
Schedule C – Service Level Agreement (SLA)
Service Terms and Conditions: the terms and conditions which are specific to the Services detailed in the Schedule (or project plan) to be provided by the Supplier to the Client.
Services: the IT services, together with any training and/or ancillary services, to be provided by the Supplier pursuant to these terms, and as more fully described in the Schedule/s.
1.2 Clause and schedule headings do not affect the interpretation of this agreement.
1.3 References to clauses and schedules are (unless otherwise provided) references to the clauses and schedules of this agreement.
1.4 If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedule, the provisions in the Schedule shall prevail.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.
1.6 A reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time.
1.7 References to content includes any kind of text, information, image, audio, or video material which can be incorporated in a website for access by a Visitor to that website.
2. THE SERVICES
2.1 In consideration of the Charges, the Supplier shall provide the Services in accordance with the Schedule/s, including but not limited to those agreed Deliverables set out in the Project Plan (at Schedule B).
2.2 The Supplier shall use reasonable efforts to deliver the items set out in the Client Questionnaire (at Appendix 1), but shall not be considered in breach of these Terms and Conditions if it should fail to do so.
3. CLIENT RESPONSIBILITIES
3.1 The Client acknowledges that the Supplier’s ability to provide the Services is dependent upon the full and timely co-operation of the Client (which the Client agrees to provide), as well as the accuracy and completeness of any Materials the Client provides to the Supplier.
3.2 The Client shall provide the Supplier with access to, and use of, all Materials reasonably required by the Supplier for the performance of its obligations under this agreement.
3.3 The Client shall be responsible (at its own cost) for preparing the relevant premises for the supply of the Services (where applicable) and provide in a timely manner such access to the Client’s premises and data, and such office accommodation and other facilities, as is requested by the Supplier for the provision of the Services.
4. MANAGEMENT OF SERVICES
4.1 Each party shall appoint a manager who shall:
(a) provide professional and prompt liaison with the other party; and
(b) have the necessary expertise and authority to commit the relevant party.
5. CHARGES AND PAYMENT
5.1 The Charges for the Services shall be set out in the Service Terms and Conditions.
5.2 Unless otherwise agreed, the Supplier shall issue an invoice in respect of the Charges, and the Client shall pay in full, and in cleared funds, to the Supplier the Charges set out in such invoice within 30 days of the date of the invoice.
5.3 The Client hereby acknowledges and agrees upon entering into this agreement any Charges specified by the Supplier in the Schedule must be paid in a timely manner. It is acknowledged and agreed that payments shall be made in accordance with the agreed milestones as set out in the project plan, and such payments shall be in accordance with the necessary performance being carried out as per the plan.
5.4 The Supplier reserves the right to review its prices for services which are charged on a time and materials basis on an annual basis, and any increases in costs to the Supplier in delivering the Services may be passed on to the Client by way of a reasonable increase in the relevant Charges upon notice.
5.5 If the Client fails to pay any undisputed sum properly due and payable under this agreement, the Supplier may charge interest on the overdue amount at the rate of 4% per annum above the base rate for the time being of the Bank of England accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgement.
5.6 The Client hereby acknowledges and agrees that the Supplier shall have the right to suspend the Services in the event that the Client fails to pay any undisputed sum properly due and payable under this agreement by giving written notice to the Client. Such suspension shall not be implemented in respect of any disputed amounts. Any such suspension shall only be implemented after the expiry of written notice to the Client, for the attention of the Director of Finance & Operations (or an alternate representative in the event that such director is not available), giving the Client notice of suspension should the applicable undisputed amount not be paid within a further 3 days of receipt of such notice.
5.7 All payments payable to the Supplier under this agreement shall become due immediately on termination of the agreement or any Schedule, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under the agreement.
5.8 All amounts due under this agreement shall be paid by the Client to the Supplier in full without any set-off, counter claim, deduction or withholding (other than any deduction or withholding of tax as required by law). The Supplier may, without prejudice to any other rights it may have, set off any liability of the Client to the Supplier against any liability of the Supplier to the Client.
6. CHANGE CONTROL
6.1 Any request to change the scope of the Services shall be processed in accordance with the procedure set out in this clause.
6.2 The Supplier and the Client shall discuss any change to this agreement, or the Schedule (Change) proposed by the other and such discussion shall result in either:
(a) a written request for a Change by the Client; or
(b) a written recommendation for a Change by the Supplier.
6.3 Such request or recommendation shall be confirmed in writing, together with any additional Charges and such Change shall be agreed between the parties.
6.4 The Supplier reserves the right to amend or update these standard Terms and Conditions from time to time, in order to comply with any changes in applicable law which are relevant to the Services.
7. WARRANTIES
7.1 Each of the parties warrants to the other that it has full power and authority to enter into and perform this agreement.
7.2 The Supplier shall perform the Services with reasonable care and skill.
7.3 Subject to clause 8.4 below, the Supplier warrants that the site shall perform materially in accordance with the site specification and shall be free of errors and viruses upon handover of the Site to the Client, in order for the Site to go live.
7.4 If the Supplier breaches the warranty in clause 7.2 or 7.3, it shall be afforded the reasonable opportunity to investigate the failure of the provision of the Services and if necessary, repeat performance of the part of the relevant Services, as appropriate, which are found not to conform to the warranty.
7.5 The warranty in clause 7.2 and 7.3 is conditional upon:
(a) the Client giving written notice to the Supplier of any alleged breach of the warranty within 7 days of the date when the Client discovers or ought reasonably to have discovered the alleged breach;
(b) the Client not having committed any breach of its obligations under the Agreement or the Schedule which has led or contributed to the breach of the warranty concerned;
(c) the Client having promptly provided all necessary information in order for the Supplier to perform the Services; and
(d) the Client not having made any unauthorised modifications to or improper use of the website or any other deliverables.
7.6 This agreement and the relevant Schedule/s set out the full extent of the Supplier’s obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into this agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.
8. LIMITATION OF REMEDIES AND LIABILITY
8.1 Nothing in this agreement shall operate to exclude or limit either party’s liability for:
(a) death or personal injury caused by its negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability which cannot be excluded or limited under applicable law.
8.2 Neither party shall be liable under or in connection with this agreement or any Schedule for any:
(a) loss of revenue;
(b) loss of actual or anticipated profits;
(c) loss of contracts;
(d) loss of the use of money;
(e) loss of anticipated savings;
(f) loss of business;
(g) loss of opportunity;
(h) loss of goodwill;
(i) loss of reputation;
(j) loss of, damage to or corruption of data; or
(k) any indirect or consequential loss, in each case howsoever arising, whether such loss or damage was foreseeable or in the contemplation of the parties and whether arising in or caused by breach of contract, tort (including negligence), breach of statutory duty or otherwise.
8.3 Subject to clause 8.1, each party’s maximum liability in respect of claims based on events in any calendar year arising out of or in connection with this agreement or any Schedule, whether in contract or tort (including negligence) or otherwise, shall in no circumstances
(i) in the first year, exceed the amount of Charges paid or payable by the Client under this agreement.
(ii) in subsequent years, exceed the amount of Charges paid or payable by the Client in such year.
8.4 The Supplier is supplying the Services based on an assessment made in good faith of the Client’s requirements as expressed in the information provided by the Client. The Supplier shall not be liable for any failure to provide or any defect in the Services to the extent that such failure or defect is caused by an omission, error or ambiguity in the expression of the Client’s requirements or in the Materials provided by the Client. Notwithstanding clause 7.3 above, once the Supplier has completed the design and development of the Site (in accordance with the Client’s requirements as expressed in the information provided by the Client), and handed over the Site to the Client, the Client shall run acceptance tests to ensure that the forms and/or other data entry functionality on the Site functions correctly and captures any submissions from third parties (whether before or after the Site goes live). The Supplier shall not be liable for any failure of any form(s) and/or other data entry functionality of the Site, which shall be the sole responsibility of the Client.
8.5 The Supplier shall during the term of this agreement maintain appropriate insurance to cover its liabilities under this agreement, and shall provide evidence of such insurance to the Customer upon reasonable request.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 All Intellectual Property Rights in the Site, including the Materials, arising in connection with this agreement shall be the property of the Client, subject to payment of the agreed Charges and subject to any Intellectual Property Rights and/or Materials comprising modified content management systems developed by the Supplier (as contemplated by clause 11.6 below). The Supplier shall continue to own any Intellectual Property Rights in its pre-existing proprietary content and supporting materials and hereby grants the Client a non-exclusive licence of such Intellectual Property Rights for the purpose of receiving the Services for the duration of this agreement, unless and until terminated in accordance with clause 11 below. Such licence shall be granted and continue subject to payment of the Charges.
9.2 The Client grants to the Supplier, for the duration of this agreement, a non-exclusive royalty-free licence to use, operate, copy and modify the Client’s Intellectual Property rights for the purpose only of performing the Supplier’s obligations under this agreement.
9.3 The Client shall indemnify the Supplier against all damages, losses and expenses arising as a result of any action or claim that the Materials infringe the Intellectual Property Rights of a third party.
9.4 The indemnity in clause 9.3 is subject to the following conditions:
(a) the Supplier promptly notifies the Client in writing of the claim;
(b) the Supplier makes no admissions or settlements without the Client ‘s prior written consent;
(c) the Supplier gives the Client all information and assistance that the Client may reasonably require; and
(d) the Supplier allows the Client complete control over the litigation and settlement of any action or claim.
9.5 The indemnity in clause 9.3 may not be invoked to the extent that the action or claim arises out of the Client’s compliance with any designs, specifications or instructions of the Supplier.
9.6 The Supplier shall indemnify the Client against all damages, losses and expenses arising as a result of any action or claim that the content developed or provided by the Supplier as part of the Services infringes the Intellectual Property Rights of a third party.
10. DATA PROTECTION
10.1 The Client shall own all rights, title and interest in and to all of its Personal Data, and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Personal Data used in connection with the Services.
10.2 The Client agrees that the Supplier may access and disclose Personal Data as required by applicable Data Protection Laws, as permitted by the Client and as is required to provide the Services. The Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this Agreement, ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential.
10.3 If the Supplier processes any personal data on the Client’s behalf when performing its obligations under this agreement, the parties record their intention that the Client shall be the data controller and the Supplier shall be a data processor and in any such case:
10.3.1 the Client shall ensure that the Client is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the Personal Data in accordance with this agreement on the Client’s behalf;
10.3.2 the Client shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable Data Protection Laws;
10.3.3 the Supplier shall process the Personal Data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by the Client from time to time;
10.3.4 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage;
10.3.5 the Supplier shall notify the Client without undue delay of any subject access request and assist the Client, at the Client’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Laws with respect to security, impact assessments and consultations with supervisory authorities or regulators;
10.3.6 the Supplier undertakes to notify the Client without undue delay (and in any case, within 24 hours) of any breach of security and/or failure to comply with any data protection requirements which could give rise to enforcement measures and/or a complaint against the Supplier;
10.3.7 the Supplier shall cooperate with the Client, at the Client’s cost, in demonstrating its compliance with its obligations under Data Protection Laws in relation to any audit.
10.3.8 the Supplier shall not transfer any Personal data outside of the EEA without the Client’s prior written consent; and
10.3.9 the Supplier will cease all processing of personal data and will return the data to the Client in the format specified upon request, or destroy such Personal Data as the Client may instruct in writing, upon termination of this Agreement. Such return or destruction of Personal Data shall be at the Client’s discretion.
11. TERM AND TERMINATION
11.1 This agreement shall commence on the Effective Date and shall continue for an initial period of twelve (12) months after the Go Live Date (the “Initial Term”). On expiry of the Initial Term, this agreement shall automatically extend for further successive periods of twelve (12) months unless terminated earlier in accordance with clause 11.2 PROVIDED ALWAYS that if the Client wishes to terminate this Agreement prior to the Expiry of the Initial Terms or any anniversary they shall give not less than three (3) months’ prior notice in writing to that effect to the Supplier.
11.2 Without affecting any other right or remedy available to it, the Supplier may terminate this agreement with immediate effect by giving written notice to the Client if:
(a) the Client fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
11.3 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 if:
(b) the other commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;
(c) the other suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(d) the other commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Client (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one
or more other companies or the solvent reconstruction of the Client;
(f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to
appoint an administrator is given or if an administrator is appointed, over the other (being a company);
(g) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other;
(i) a creditor or encumbrancer of the other attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other’s assets and such attachment or process is not discharged within 14 days;
(j) any event occurs, or proceeding is taken, with respect to the other in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.2(c) to clause 11.2(i) (inclusive); or
(k) the other suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
11.4 Without affecting any other right or remedy available to it, the Supplier or Client may terminate this agreement:
(a) in relation to website development services; on giving not less than twelve months’ written notice, on all agreed / existing services, to the other,
(b) in relation to all other Services (SEO, PPC, social media management and/or email marketing management); on giving not less than three month’s written notice to the other, in which case such termination shall not affect any other services or Schedules which are in force as at the date of termination, unless otherwise agreed by the parties, or no further Services are required.
11.5 On termination of this agreement by the Supplier pursuant to clause 11.2, all licences granted by the Supplier under this agreement shall terminate immediately.
11.6 On expiry or termination of this agreement otherwise than on termination by the Supplier pursuant to clause 11.2, the Supplier shall promptly return all Materials to the Client; provided that, the parties acknowledge and agree that any modified content management system forming part of the website and developed as part of the Services is sensitive proprietary information of the Supplier and shall not be required to be returned to the Client. In connection with the return of Materials upon termination of this agreement in accordance with this clause, the Supplier may provide a quotation to the Client for the prior removal of any such modified content management system, in order to facilitate such return of Materials whilst protecting the sensitive proprietary information of the Supplier.
11.7 On expiry or termination of this agreement, all provisions of this agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect. The termination of this agreement shall be without prejudice to the rights of the parties accrued up to the date of such termination.
12. FORCE MAJEURE
12.1 Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control (including but not limited to any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war) (“Force Majeure”). In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for twelve months, the party not affected may terminate this agreement by giving 7 days’ written notice to the affected party.
12.2 No party shall in such circumstances be liable to the other for any losses suffered by the other party by reason of failure or delay in the performance of their obligations under this agreement or a Schedule which is due to Force Majeure. Notwithstanding this, each party shall use reasonable endeavours to continue to perform, or resume performance of, such obligations for the duration of such Force Majeure.
13. CONFIDENTIALITY
13.1 Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
13.2 Confidential Information may be disclosed by the receiving party to its employees, affiliates, and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.
13.3 The obligations set out in this clause 13 shall not apply to Confidential Information which the receiving party can demonstrate:
(a) is or has become publicly known other than through breach of this clause 13; or
(b) was in possession of the receiving party prior to disclosure by the other party; or
(c) was received by the receiving party from an independent third party who has full right of disclosure; or
(d) was independently developed by the receiving party; or
(e) was required to be disclosed by a governmental authority, stock exchange or regulatory body, provided that the party subject to such requirement to disclose gives the other party prompt written notice of the requirement.
13.4 The obligations of confidentiality in this clause 13 shall not be affected by the expiry or termination of this agreement.
14. NON-SOLICITATION
14.1 Neither party shall (without the prior written consent of the other party) at any time until the expiry of 12 months after the date of termination of this Agreement or a Schedule utilise the services of, solicitor or endeavour to entice away from or discourage from being employed by the other party any employee of the other party whose duties have included the provision or receipt of the Services under this Agreement.
14.2 Each party agrees that if it is in breach of clause 14.1, damages may not be an adequate remedy and the party not in breach may wish to apply for an injunction or take other action. Nevertheless, each party shall, if in breach of clause 14.1, pay on demand to the other party (as is agreed to be a genuine pre-estimate of the loss likely to be suffered by the other part as a result) a sum representing the gross amount paid to employee concerned during the last 3 months immediately prior to such solicitation plus the costs incurred by the other party in recruiting a suitable replacement.
15. NOTICES
15.1 A notice given under this agreement:
(a) shall be sent for the attention of the person, and to the address or e-mail address given in this clause 15 (or such other person, address or e-mail address as the receiving party may have notified to the other, such notice to take effect five days from the notice being received); and
(b) shall be:
(i) delivered personally; or
(ii) sent by e-mail; or
(iii) sent by pre-paid post, recorded delivery or registered post; or
(iv) (if the notice is to be served or posted outside the country from which it is sent) sent by registered airmail.
15.2 The addresses for service of notice shall be as set out at the start of this agreement, unless otherwise notified by either party from time to time.
15.3 A notice is deemed to have been received:
(a) if delivered personally, at the time of delivery; or
(b) in the case of e-mail, at the time of transmission; or
(c) in the case of pre-paid first-class post, recorded delivery or registered post, 48 hours from the date of posting; or
(d) if deemed receipt under the previous paragraphs of this clause 15.3 is not within business hours (meaning 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt), when business next starts in the place of receipt.
15.4 To prove service, it is sufficient to prove that the notice was transmitted to the e-mail address of the relevant party or, in the case of post, that the envelope containing the notice was properly addressed and posted.
16. ASSIGNMENT
16.1 The Client may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights or obligations under this agreement without the prior written consent of the Supplier.
16.2 The Supplier may assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights or obligations under this agreement, upon the Client’s consent (not to be unreasonably withheld or delayed).
17. ENTIRE AGREEMENT
17.1 These Standard Terms and Conditions, together with the applicable Service Terms and Conditions set out in the Schedule/s, constitute 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.
17.2 Each party agrees that it shall 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. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
18. THIRD PARTY RIGHTS
18.1 A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
18.2 No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
19. VARIATION
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
20. 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.
21. SEVERANCE
21.1 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.
21.2 If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
22. GOVERNING LAW
This agreement and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England and Wales.
23. JURISDICTION
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
