The below constitute the terms you agree to when using your Gnatta domain, valid as of September 1st 2025.
BACKGROUND:
These Terms and Conditions, produced by Gnatta Limited (registered company number 09652602) of Strawberry Fields Office Hub, Euxton Lane, Chorley, England, PR7 1PS (Gnatta).
Any reference below to the “Customer” is specifically associated with the Customer information provided on the Agreement between both parties.
Please follow the onscreen prompts to place an order. The Customer may only submit an order using the method set out on the site. By ticking the box to accept these Terms and Conditions, the Customer formally agrees to be bound by these Terms and Conditions.
The Customer should print off a copy of these Terms and Conditions and/or save them to the Customer’s computer for future reference.
OPERATIVE PROVISIONS:
1 DEFINITIONS AND INTERPRETATION
In these Terms and Conditions and, where appropriate, documents referred to in these Terms and Conditions:
“Admin Licence” a licence to users to use all features of Gnatta other than answering contacts.
“Agreement” means this written agreement, including these Terms and Conditions and any Schedules, as varied, novated, supplemented, amended, or replaced from time to time in accordance with its terms.
“Applicable Laws” means all applicable laws, regulations, regulatory requirements, orders, applicable judgment of a relevant court of law and codes of practice of any relevant jurisdiction, as amended and in force from time to time.
“Business Day” means any day which is not a Saturday, Sunday or public or bank holiday in England, United Kingdom.
“Business Hours” the period from 08.00 to 17.00 GMT+0 on any Business Day.
“Change in Applicable Law” means the coming into effect, after the date of this Agreement, of:
Applicable Law; or
any applicable judgment of a relevant court of law which changes a binding precedent.
“Charges” means the charges to be paid by the Customer for the Services calculated in accordance with Clause 5 (Charges and Payment), and the applicable Tier table available at https://gnatta.com/pricing/all-features/
“Commencement Date” the date your agreement becomes effective as set out in your contract
“Consumer Prices Index” means the Consumer Prices Index as published by the Office for National Statistics from time to time, or failing such publication, such other index as the parties may agree most closely resembles such index.
“Confidential Information” means all information of a confidential nature including without limitation information relating to a party or its operation or business, affairs, products, developments, systems, customers, clients, suppliers, intentions, operations, designs, all information relating to the customer’s goods services, IT systems, information Gnatta creates, develops, receives or obtains, market opportunities, processes, know-how, trade secrets, software, financial information, statistics, intellectual property rights or plans which is supplied by or on behalf of that party or generated by the receiving party from such information (whether before or after the Commencement Date), either in writing, orally or in any other form, directly or indirectly from or pursuant to discussions between the parties or which is obtained through observations made by the receiving party, including all analyses, compilations, studies and other documents whether prepared by or on behalf of a party which contain or otherwise reflect or are derived from such information.
“Customer Content” means without limitation all the Customer’s software, intranets, extranets, databases, files, Data and Confidential Information processed by Gnatta as a result of, or in connection with, the provision of the Services, and all results of such processing.
“Customer Internal System” means any of the Customer’s hardware, equipment and firmware, and any software, networks, intranets, extranets, database and files stored on such hardware and equipment.
“Customer Policies” means any and all policies and procedures, as may be amended from time to time, provided by the Customer to Gnatta during the Term which pertain to the Customer Premises.
“Customer Premises” means any premises controlled by the Customer.
“Customer System” means the Customer Internal System, Gnatta Software and all of the Customer’s software, networks, intranets, extranets, databases and/or files stored permanently or temporarily on any of Gnatta’s hardware or equipment, together with that hardware or equipment.
“Data” has the meaning set out in Clause 11 (Data Protection)
“Data Protection Legislation” means the Data Protection Act 2018, the General Data Protection Regulation ((EU) 2016/679)and any other applicable EUK Data Protection Legislation, and any other applicable European Union legislation relating to personal data, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications) including the Privacy and Electronic Communications Directive 2002/58/EC and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).
“Disaster” means any unplanned event or circumstance resulting in an interruption to the Services as set out and anticipated in the Disaster Recovery Plan.
“Disaster Recovery Plan” means the disaster recovery procedures available at https://www.gnatta.com/Disaster-Recovery-Plan
“Documentation” means all user manuals, training materials, technical specifications or other materials provided by Gnatta in relation to the Service.
‘’Fair Use Policy’’ means the Gnatta fair use policy available at https://gnatta.com/fair-usage-policy/
“Force Majeure Event” has the meaning set out in Clause 18.
“Gnatta Failure” means any failure of Gnatta, Gnatta Personnel and/or Gnatta Subcontractors to provide the Services so that they meet the Service Levels and/or the Specifications, any deterioration or disruption in the provision of the Services, or any failure by Gnatta to comply with any other obligations under this Agreement, excluding cases where the failure, deterioration or disruption results from a Force Majeure Event.
“Gnatta Personnel” means employees, agents, subcontractors, suppliers, consultants of Gnatta and Gnatta Subcontractors engaged, or due to be engaged, in the provision of the Services or otherwise carrying out, or required to carry out, Gnatta’s obligations under this Agreement.
“Gnatta Software” means all software programs and associated technical information owned by, or licensed to, Gnatta which is used in the provision of the Services.
“Gnatta Subcontractors” means Gnatta’s subcontractors, suppliers, outsourced service suppliers and agents who provide part or parts of the Services.
“Good Industry Practice” means using standards, practices, methods and procedures which fall within the upper quartile in the relevant industry for the provision of comparable services, conforming to the Applicable Laws and exercising that degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in a similar type of undertaking under the same or similar circumstances.
“Group” means, in respect of any company, that company and any and all group undertakings of that company (as such term is defined in Section 1161 of the Companies Act 2006).
“Initial Term” means the initial period agreed between the parties during the sign-up process, unless the Agreement is terminated in accordance with Clause 15.
“Intellectual Property Rights” means rights, title and interest in:
patents, trade marks, service marks, trade, business names and domain names, goodwill, rights to inventions, registered designs, design rights, semiconductor topography rights, database rights, copyright and neighbouring and related rights, utility models, moral rights, rights in get-up and trade dress, right to sue for passing off or unfair competition, database rights, rights to use, and protect the confidentiality of confidential information and all other forms of intellectual or industrial property rights (in each case in any part of the world, whether or not registered or registerable for their full period of registration with all extensions, renewals and revivals, and including all applications for registration 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 or otherwise);
inventions, formulae, confidential information (including know-how or secret processes);
rights in computer software; and
any similar or equivalent rights and assets which may now or in the future subsist anywhere in the world.
“Licence” refers to a licence agreement where the price is defined by either Permitted Users or Per Seat.
“Losses” means claims, demands, actions, awards, judgments, settlements, costs, expenses, liabilities, damages and losses (including all interest, fines, penalties, management time and legal and other professional costs and expenses properly and reasonably incurred).
“Operating Process” the operating processes developed or otherwise owned by Gnatta in relation to the provision of services including know how, methodology and process.
“Per Seat” refers to a Licence agreement where the price is decided by the number of users logged into Gnatta at any given time regardless of their identity or status.
“Per User” refers to a Licence agreement where the price is decided by a the number of identified individual user accounts that are enabled.
“Privacy Policy” the Gnatta privacy policy available at https://gnatta.com/privacy-policy/.
“Processing” has the meaning set out in the Data Protection Legislation, and “process”, and “processed” shall be interpreted accordingly.
“Representatives”: means employees, officers, agents, advisers, consultants, agents and/or subcontractors.
“Scope of Services” means the cloud-based hosting services to be provided by Gnatta for the Customer’s use of the Service under the applicable Tier.
“Service Levels” means the service levels available at https://gnatta.com/terms-and-conditions/service-levels/
“Services” has the meaning set out in Clause 3.1.
“Services Tier” the tiers of Services available from Gnatta available at https://gnatta.com/pricing/all-features/
“Scheduled Downtime” means time in which Gnatta software is offline, that was pre-planned by Gnatta’s technical development team. Gnatta shall give the Customer reasonable prior notice for any Scheduled Downtime.
“Specifications” means the functional, technical, performance, reliability and compatibility requirements for the Services available at https://gnatta.com/terms-and-conditions/specification-requirements/
“Telephony Rates and SMS Rates” the telephone and SMS rates set out in the applicable Services Tier as available at https://gnatta.com/terms-and-conditions/telephony-sms-rates/ and amended from time to time in accordance with Clause 5.1.3
“Term” means the period during which this Agreement is in force, and any period during which termination assistance is provided under Clause 16 (Termination assistance).
“Termination” means the termination or expiry of this Agreement, howsoever occurring.
“Termination Date” means the date of termination of this Agreement for whatever reason.
“Tier Table” the Services Tier table available at https://gnatta.com/pricing/all-features/
“VAT” means value added tax.
“Virus” means any software, virus, Trojan horse, time bomb or other computer programming code which is constructed with the intent to, and which does, damage, interfere with, enable unauthorised access to or theft from, or otherwise improperly affect the operation of other computer programs, data files or hardware without the knowledge or consent of the end user.
“Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
INTERPRETATION
1.1.1 In this Agreement:
(a) a statute or statutory provision includes a reference to:
(i) any statutory amendment, consolidation or re-enactment of it to the extent in force from time to time;
(ii) all orders, regulations, instruments or other subordinate legislation made under it to the extent in force from time to time; and
(iii) any statute or statutory provision of which it is an amendment, consolidation or re-enactment;
(b) a “person” includes a legal or natural person, partnership, association, trust, company, corporation, joint venture, government, state or agency of the state or other body;
(c) a governmental, local governmental, regulatory or administrative authority or agency includes its successors;
(d) Clause or Schedule is to a clause of or schedule to this Agreement and any reference to this Agreement includes its Schedules.
(e) a Paragraph is to a paragraph in a Schedule and, where no specific Schedule is mentioned, to the Schedule in which the reference is located;
(f) the terms “holding company”, “subsidiary”, “parent undertaking”, “subsidiary undertaking” and “wholly-owned subsidiary” shall be interpreted in accordance with the Companies Act 2006, and the term “associated company” shall be interpreted in accordance with section 449 of the Corporation Tax Act 2010; and
(g) any agreement (including this Agreement) or other document or the provisions of them is a reference to that agreement, document or provision as amended, novated, supplemented, extended, restated or replaced from time to time.
1.1.2 The headings in this Agreement are for ease of reference only and are to be ignored when interpreting this Agreement.
1.1.3 In this Agreement the interpretation of general words shall not be restricted by words indicating a particular class or particular examples.
1.1.4 In this Agreement, unless otherwise stated, time shall not be of the essence for the performance of any obligation.
1.1.5. A reference to writing of written includes email but not fax.
2 TERM
2.1 This Agreement shall commence on the Commencement Date and shall (except as expressly provided otherwise in this Agreement) continue in force for the Term.
2.2 Subject to Clause 2.3, this Agreement shall automatically extend at the end of the Initial Period for further 12-month periods (each an “Extended Term”), unless terminated by either party giving written notice of termination to the other party of no less than 3 months before the end of the Initial Term or the relevant Extended Term, in which case the Contract shall terminate on the expiry of the Initial Term or Extended Term (as applicable).
2.3 From time to time, Gnatta may agree to provide the Customer with the Services free of charge and at no cost to the Customer (subject to Clause 5) for the Initial Term. In the event that Gnatta does agree to provide the Services free of charge for the Initial Term then (unless otherwise agreed between the parties or the Customer agrees to pay for the Services) this Agreement shall not automatically extend at the end of the Initial Period but instead shall terminate on the expiry of the Initial Term
3 SERVICES
3.1 The Services shall comprise the Service Tier agreed by Supplier and the Customer together with Hosting Services and all other services agreed between the parties, from time to time. The Customer may purchase additional or enhanced services separately at Gnatta’s then current rates through a Statement of Work signed by both parties, which shall be subject to the terms of this Agreement.
3.2 Gnatta’s obligations
3.2.1 Gnatta shall provide the Services in accordance with the terms of this Agreement, and shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
(a) Scheduled Downtime carried out outside of Business Hours
(b) unscheduled maintenance performed outside Business Hours, provided that Gnatta has used reasonable endeavours to give the Customer at least 4 Business Hours’ notice in advance; and
(c) reactionary maintenance, carried out in the case of major failure in the Service; and
(d) events of force majeure.
3.2.2 In performing its obligations under this Agreement, Gnatta shall at all times:
(a) apply such time, attention, resources, trained personnel care and skill as may be necessary for the due and proper performance of the Services in accordance with Good Industry Practice;
(b) ensure that all written information and materials given by Gnatta to the Customer, including the Documentation, are or were accurate in all material aspects when given, and remain materially accurate;
(c) provide all materials required to carry out the Services;
(d) before the date on which the Services are to start, obtain, and at all times maintain all necessary licenses and consents as well as comply with all Applicable Laws and all the Customer Policies insofar as they are relevant to the Services;
(e) procure Gnatta’s Representatives shall observe, all the Customer’s policies and procedures when attending the Customer’s sites and in the performance of the Services including without limitation all policies relating to health and safety, data protection, anti-bribery, and anti-corruption, no smoking and information security; and
(f) provide the services in accordance with all Applicable Laws and regulations from time to time in force, and Gnatta shall inform the Customer of any changes in these laws and regulations, which will affect the provision of the Services.
3.3 The undertakings at Clauses 3.2.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Gnatta’s instructions, or modification or alteration of the Services by any party other than Gnatta or Gnatta’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertakings, Gnatta will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking.
3.4 Gnatta does not warrant that:
3.4.1 the Customer’s use of the Services will be uninterrupted or error-free; or
3.4.2 that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; or
3.4.3 the Software or the Services will be free from Vulnerabilities.
3.5 Gnatta is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over third-party communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
3.5.1 This Agreement shall not prevent Gnatta from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
3.5.2 Gnatta warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
3.6 The Customer shall be responsible for any breach by the Permitted Users of the terms of use of the Hosting Services and all other terms of this Agreement that are for the benefit or protection of Gnatta.
3.7 The Customer agrees and acknowledges that Gnatta shall provide these Services on a non-exclusive basis and may provide these services or other similar services to third parties.
3.8 Customer Obligations
3.8.1 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
and Gnatta reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
3.8.2 The Customer shall not except as may be allowed by any Applicable Law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(c) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(d) use the Services and/or Documentation to provide services to third parties; or
(e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
(f) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Agreement; or
(g) introduce or permit the introduction of, any Virus or Vulnerability into Gnatta’s network and information systems.
3.9 The Customer accepts that Gnatta is subject to third party restrictions when accessing services such as social media platforms. Access to and use of the Gnatta Services is reliant on no one customer using the Services in any manner not permitted by Gnatta or its third party suppliers, including but not limited to, the use of social media platforms as a marketing tool. The Customer shall adhere to the Fair Use Policy.
3.10 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Gnatta.
3.11 The rights provided under this Clause 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
4 CUSTOMER CONTENT
4.1 Without prejudice to Clause 10.1.1, Gnatta acknowledges that all Intellectual Property Rights in the Customer Content shall remain vested in the Customer (or its licensors or lessors). Subject to Clause 10.1.1, the Customer licenses all such rights to Gnatta free of charge and on a non-exclusive, non- transferrable, royalty-free basis to such extent as is necessary to enable Gnatta to reasonably perform the Services. This license shall automatically terminate upon expiry or termination of this Agreement.
4.2 The Customer warrants that the receipt and use of the Customer Content in the performance of this Agreement by Gnatta shall not infringe the rights, including any Intellectual Property Rights, of any third party.
4.3 The Customer shall indemnify Gnatta against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred or paid by Gnatta arising out of or in connection with any claim brought against Gnatta, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s Intellectual Property Rights, to the extent that the infringement or alleged infringement results from copying, arising out of, or in connection with, the receipt or use in the performance of this agreement of the Customer Materials.
4.4 Processing Customer Content
4.4.1 Gnatta shall throughout the Term, only process the Customer Content in accordance with this Agreement and shall not process, access or use the Customer Content for any purpose except as necessary for the performance of the Services.
4.4.2 Gnatta shall respond promptly to all enquiries from the Customer relating to the processing of the Customer Content and comply with any reasonable request from the Customer requiring Gnatta to amend, transfer, delete or return the Customer Content and, if requested, to confirm that this has been done.
4.5 The Customer’s Access Rights
The Customer retains the right, subect to the provisions of Clause 3, to use the Hosting Services to access and retrieve all or any part of the Customer Content within Business Hours during the Term provided that reasonable written notice is provided.
4.6 Security
Gnatta shall have in place, and shall maintain throughout the Term, all appropriate technical and organisational measures against unauthorised or unlawful processing of the Customer Content and against accidental loss or destruction of or damage to, the Customer Content. Gnatta shall follow its archiving procedures for Customer Content. In the event of any loss or damage to Customer Content, the Customer’s sole and exclusive remedy against Gnatta shall be for Gnatta to use reasonable commercial endeavours to restore the lost or damaged Customer Content from the latest back-up of such Customer Content maintained by Gnatta. Gnatta shall not be responsible for any loss, destruction, alteration or disclosure of Customer Content caused by any third party (except those third parties sub-contracted by Gnatta to perform services related to Customer Content maintenance and back-up for which it shall remain fully liable).
4.7 Adverse Events
Gnatta shall as soon as reasonably practical notify the Customer of any unauthorised or unlawful processing, loss of, damage to or destruction of the Customer Content, including any use or disclosure or accidental or unauthorised access made by a member of Gnatta Personnel or any other identified person (“Adverse Event”), providing details of the nature and severity of the Adverse Event and what remedial steps have been taken.
4.8 Indemnity
Subject to Clause 13 (Limitations on Liability) Gnatta shall indemnify the Customer from and against all Losses incurred by the Customer as a result of any breach by or on behalf of Gnatta of this Clause 4.
Contract management
5 CHARGES AND PAYMENT
5.1 Charges
5.1.1 In consideration of the provision of the Services by Gnatta, the Customer shall pay relevant Charges; provided always that, from time to time, Gnatta may agree to provide certain Services free of charge during the Initial Term (at its absolute discretion).
5.1.2 Unless otherwise determined by Gnatta; Service Tiers are calculated on a Per User or Per Seat basis.
5.1.3 The Customer acknowledges and agrees that the Telephony Rates and SMS Rates can be charged and/or increased by Gnatta during the Term to reflect any, or any increase of, telephone or SMS charges applied to Gnatta by its third party suppliers as a result of providing the Services to the Customer.
5.1.5 Any fixed price contained in the Service Tier or otherwise agreed in any Statement of Work or otherwise in writing excludes the cost of hotel, subsistence, travelling and any other ancillary expenses in respect of which Gnatta shall obtain the Customer’s prior written approval.
5.1.6 Gnatta may, with effect from the expiry of the Initial Term, by giving the Customer no less than two (2) months written notice, may change the Charges. The Charges will take effect on the commencement of the Extended Term.
5.1.7 The parties agree that Gnatta may increase the charges (immediately on notice and without consent) provided that such charges arise from a change to the Services required as a result of any Applicable Law.
5.2 Invoicing and payment
5.2.1 License Charges are payable in accordance to the order form.
5.2.3 Any additional charges not otherwise dealt with under the Tier shall be charged monthly in arrears.
5.2.4 The Customer shall pay each invoice submitted to it by Gnatta within the applicable time frame set out in this Clause 5 and in any event within 30 days of receipt of invoice (unless otherwise determined by Gnatta at its absolute discretion) to a bank account nominated in writing by Gnatta.
5.2.5 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay Gnatta any sum due under this agreement on the due date:
(a) the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment at the rate of 8% a year above Barclays Bank plc base rate from time to time, but at 8% a year for any period when that base rate is below 0%;
(b) Gnatta shall be entitled to set off amounts held or owed by it to the Customer against amounts which have fallen due and payable from the Customer; and
(c) Gnatta may suspend all or any part of the Services until payment has been made in full.
5.2.6 All sums payable to Gnatta under this agreement:
(a) are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and
(b) shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
5.2.7 If the Customer disputes any invoice or other statement of monies due, the Customer shall immediately notify Gnatta in writing. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. If a genuine dispute exists in relation to part only of an invoice, the Customer shall pay the undisputed amount. Gnatta shall provide all such evidence as may be reasonably necessary to verify the disputed invoice or request for payment. If the parties have not resolved the dispute within 30 days of the Customer giving notice to Gnatta, the dispute shall be referred to the senior management of each party’s business for resolution, but nothing shall either party’s rights or remedies otherwise available in Law.
5.3 In the event the Customer has accrued a credit as a result of downgrading their tier and choose to terminate their usage of the product, then credited monies will not be refunded to the Customers account. Credits may only be used to offset future payments, not receive a refund in any circumstances.
5.4 Gnatta shall issue all invoices in respect of the Charges in pounds sterling.
5.5 The parties agree that Clause 5.2.5 (a) is a substantial remedy for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998.
6 SYSTEMS
6.1 Customer Internal Systems
6.1.1 If, pursuant to or in consequence of performing its obligations under this Agreement, Gnatta or any Gnatta Personnel is permitted access to any Customer Internal System, whether directly or remotely (“Access”) all Access shall be strictly limited to that part of the Customer Internal System as is required for proper performance of Gnatta’s obligations under this Agreement.
6.1.2 Gnatta shall procure that only Gnatta Personnel who carry out the Services shall be permitted Access and such Access shall be to the extent strictly necessary for the proper performance of Gnatta Personnel’s duties under this Agreement.
6.1.3 Any part of the Customer Internal System to which Gnatta gains Access shall remain the property of the Customer (or its licensors or lessors) and Gnatta shall not acquire any right, title or interest in the Customer Internal System or any part of it.
6.2 The Customer System
6.2.1 Gnatta shall not carry out any act or make any omission which has, or could reasonably be expected to have, an adverse impact on the security of any of the Customer System, the Services, the Customer Content, and/or the Customer’s business.
6.2.2 Gnatta shall not introduce any Virus into any part of the Customer System. Gnatta shall, in accordance with Good business Practice, take steps to ensure that no third party is able to introduce any Virus into any of part of the Customer System as a result of the way the Services are provided.
6.2.3 Each party shall advise the other as soon as it is aware of any security breach or potential security breach which may affect the Services or the systems of the other party.
6.2.4 If either party becomes aware that a Virus is contained in or affects any part of the Customer System, it shall immediately notify the other party. Where or to the extent that such service does not form part of the Services, Gnatta shall be entitled to charge the Customer for the additional services in dealing with the breach.
6.2.5 Without prejudice to Clause 3.2.2, Gnatta shall ensure that each of Gnatta Subcontractors complies with the obligations in Clause 6.2.1 to Clause 6.2.4.
6.2.6 Gnatta shall at all times have in place policies and procedures to deal with Disasters so that should a Disaster occur it is able to mobilise to reduce or negate disruption to the Services. Gnatta shall ensure that its Disaster Recovery Plan meets with Good Industry Practice and shall be maintained and updated as appropriate to comply with this clause.
7 FRAUD, BRIBERY AND CORRUPTION
7.1 Both parties shall, and shall procure that both parties’ Representatives shall:
(a) comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Bribery Act”) (“Relevant Requirements”);
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act if such activity, practice or conduct had been carried out in the UK;
(c) have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act, to ensure compliance with the Relevant Requirements, the Anti-bribery Policy and this Clause 7 and will enforce them where appropriate;
(d) promptly report to the other party any request or demand for any undue financial or other advantage of any kind received by both parties or both parties’ Representatives in connection with the performance of this Agreement;
(e) immediately notify the other party if a foreign public official becomes an officer or employee of both parties or acquires a direct or indirect interest in both parties (and both parties warrant that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this Agreement);
(f) ensure that all persons associated with both parties or other persons who are performing services or providing goods in connection with this Agreement comply with this Clause 7; and
(g) if requested, within 1 month of the date of this Agreement, and annually thereafter, certify to the other party in writing signed by an officer of both parties, compliance with this Clause 7 by both parties and all persons associated with it, including without limitation both parties’ Representatives, and all other persons for whom both parties is responsible under this Clause 7 Both parties shall provide such supporting evidence of compliance as the other party may reasonably request.
7.2 For the purpose of this Clause 7 the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act (and any guidance issued under section 9 of the Bribery Act, section 6(5) and 6(6) of that Act and section 8 of the Bribery Act respectively.
7.3 Both parties shall ensure that any person associated with it who is performing services in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed in this Clause 9 (Relevant Terms). Both parties shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the other for any breach by such persons of any of the Relevant Terms.
8 HEALTH AND SAFETY
8.1 The Customer shall notify Gnatta and Gnatta personnel of any health and safety hazards which may exist or arise at the Customer Premises and which may affect Gnatta. The ustomer shall be responsible for providing Gnatta personnel with a safe working environment.
8.2 Gnatta shall comply and shall ensure that Gnatta Personnel comply with any Customer Policies or instructions relating to health and safety at the Customer Premises that the Customer may provide from time to time.
9 WARRANTIES
9.1 Each party represents and warrants that it has the power and authority to enter into and perform this Agreement, which constitutes valid and binding obligations on it in accordance with its terms.
9.2 Gnatta represents and warrants that:
(a) it is experienced in the provision of scalable IT-enabled capabilities as a service using internet technologies to organisations the size and type of the Customer;
(b) the provision of the Services by or on behalf of Gnatta to the Customer and the use of the Services by the Customer in accordance with this Agreement shall not infringe the Intellectual Property Rights of a third party; and
(c) in performing its obligations under this Agreement, it shall comply with all Applicable Laws.
(d) Gnatta further warrants that the Services shall, when used in accordance with the terms of this Agreement, conform to and perform in accordance with the Specifications and the Documentation in all material respects.
10 INTELLECTUAL PROPERTY RIGHTS
10.1 General
10.1.1 The parties acknowledge that there shall be no change as a result of this Agreement in the ownership of Intellectual Property Rights in any material or items existing as at the Commencement Date, nor does this Agreement assign any Intellectual Property Rights which are created or developed by or on behalf of either party outside this Agreement or where such assignment is not expressly provided for in this Agreement.
10.1.2 Gnatta shall ensure that it has all rights necessary to licence all Intellectual Property Rights necessary for the provision of the Services, and that the provision of the Services by Gnatta and the use by the Customer of the Services will not constitute an infringement or misappropriation of any Intellectual Property Rights of any third party.
10.2 Gnatta Software and Operating Process
10.2.1 Gnatta (or its licensors) shall retain ownership of all Intellectual Property Rights in Gnatta Software, Operating Process and Documentation.
10.2.2 With effect from the Commencement Date, Gnatta grants to the Customer and its employees, contractors, suppliers and professional advisers a worldwide, non-exclusive, non-transferable and non-sublicensable licence to use Gnatta Software, Operating Process and Documentation for the purpose of making copies of Gnatta Software for backup purposes only, provided that the copies reproduce the copyright notices and other proprietary notices included on Gnatta Software.
10.2.3 The licence granted under Clause 12.2.2 shall not permit the Customer, in relation to the Gnatta Software, Operating Process or Documentation, to:
(a) copy, decompile, modify, re-create or create derivative works from or to distribute, or any part of them;
(b) adapt, transcribe, or merge any part or portion of any of them, except to the extent that the foregoing acts are permitted by law and this Agreement;
(c) decode, reverse engineer, disassemble, decompile or otherwise translate or convert the Gnatta Software or any part of it, except to the extent that the foregoing acts are permitted by Applicable Law;
(d) transfer, loan, lease, assign, rent, or otherwise sublicense the Software;
(e) remove any copyright, proprietary or similar notices from the Software or Documentation (or any copies of either of them); or
(f) use Gnatta Software, the Operating Process, or Documentation for any other purpose than stated in Clause 12.2.2.
10.2.4 The Customer acquires no rights in or to the Documentation and Gnatta’s operation systems and methodology of operation other than those expressly granted by this agreement.
10.2.5 The Customer shall do, and execute or arrange for the doing and executing of, each necessary act, document and thing that Gnatta may consider necessary or desirable to perfect the right, title and interest of Gnatta in and to the Intellectual Property Rights in Documentation and Gnatta’s operation systems and methodology of operation.
10.2.6 The Customer shall use all reasonable endeavours to prevent any infringement of Gnatta’s Intellectual Property Rights in the Documentation and Gnatta’s operation systems and methodology of operation and shall promptly report to Gnatta any such infringement that comes to its attention. In particular, the Customer shall:
(a) ensure that each user, before starting to use the Licensed Software, is made aware that the software is proprietary to Gnatta and that it may only be used and copied in accordance with this agreement;
(b) implement suitable disciplinary procedures for employees who make unauthorised use or copies of the Licensed Software; and
(c) not permit third parties to have access to the Licensed Software without the prior written consent of Gnatta, who may require that such third party executes a written confidentiality agreement before being given access to the Licensed Software.
10.3 IPR Indemnity
10.3.1 Gnatta shall, subject to the provisions of Clause 15 indemnify the Customer from and against all Losses incurred by the Customer or any member of its Group or any of their respective employees, officers, agents and contractors arising out of or in connection with any claim, demand or action alleging that the performance of the Services, Hosting Services or provision of Gnatta Software has infringed any Intellectual Property Rights of a third party, save to the extent that such claim demand or action arises from the Customer Content, or Customer use outside of the scope of the Services.
10.3.2 The Customer shall notify Gnatta promptly of any third party action, demand or claim under Clause 12.3.1 (“Claim”) of which it is aware and shall:
(a) give Gnatta express authority to conduct all negotiations and litigation, and settle all litigation, arising from the Claim; and
(b) provide Gnatta with all such available information and assistance as Gnatta may reasonably require, at Gnatta’s expense.
10.3.3 The Customer shall not make any admission as to liability or agree to any settlement or compromise of any Claim without the prior written consent of Gnatta.
11 DATA PROTECTION
11.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
11.2 The parties acknowledge that:
11.2.1 if Gnatta processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the Customer is the controller and Gnatta is the processor for the purposes of the Data Protection Legislation;
11.2.2 the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and Gnatta’s other obligations under this agreement.
11.3 Without prejudice to the generality of Clause 11.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Gnatta for the duration and purposes of this agreement so that Gnatta may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer’s behalf.
11.4 Without prejudice to the generality of Clause 11.1, Gnatta shall, in relation to any personal data processed in connection with the performance by Gnatta of its obligations under this agreement:
11.4.1 process that personal data only on the documented written instructions of the Customer and the Privacy Policy;
11.4.2 not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
(a) the Customer or Gnatta has provided appropriate safeguards in relation to the transfer;
(b) the data subject has enforceable rights and effective legal remedies;
(c) Gnatta complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(d) Gnatta complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
11.4.3 assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
11.4.4 notify the Customer without undue delay on becoming aware of a personal data breach;
11.4.5 at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data (and for these purposes the term “delete” shall mean to put such data beyond use); and
11.4.6 maintain complete and accurate records and information to demonstrate its compliance with this Clause 11 and immediately inform the Company if, in the opinion of Gnatta, an instruction infringes the Data Protection Legislation.
11.5 Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
11.6 In this Clause 11, “Data“ means all Personal Data and other data collected, generated or otherwise processed by Gnatta as a result of, or in connection with, the provision of the Services; “Data Controller”, “Data Processor“ and “Personal Data” shall have the meaning set out in the Data Protection Legislation.
12 CONFIDENTIALITY
12.1 Each party undertakes that it shall not at any time disclose to any person any Confidential Information of the other party, except as permitted by Clause 12.2.
12.2 Each party may disclose the other party’s Confidential Information:
(a) to its employees, officers, representatives 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 shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this Clause 12;
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; and
(c) any information which is already in, or comes into the public domain otherwise than through the disclosing party and/ or the disclosing party’s Representatives’ unauthorised disclosure.
12.3 No party shall 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.
12.4 At any stage during the term of the Agreement, the receiving party shall promptly on request return to the disclosing party all and any Confidential Information the disclosing party has in its possession, save a party may retain one copy of Confidential information for legal or regulatory purposes.
12.5 Each party shall indemnify the other party for all losses, costs, claims, damages, expenses, fines or liabilities the non-defaulting party suffers as a consequence of a breach of this Clause 12.
13 LIMITATIONS ON LIABILITY
For any liability (including arising from indemnities), the aggregate liability shall in no event exceed one hundred and ten percent (110%) of the amount paid by the Customer for the services under this Agreement during the 12 months period to the date giving rise to such claim.
13.1 Neither party shall be liable for the following types of loss, which are wholly excluded:
(a) Loss of profits;
(b) Loss of sales or business;
(c) Loss of agreements or contracts;
(d) Loss of anticipated savings;
(e) Loss of use or corruption of software, data or information;
(f) Loss of or damage to goodwill;
(g) Loss of use or corruption of software, data or information.
(h) Loss of or damage to goodwill.
(i) Indirect loss; or
(j) Consequential loss.
13.2 The exclusions and limitation of liability set out in Clause 13.1 do not apply to:
(a) death or personal injury caused by its negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of any obligation as to title implied by statute; or
(c) any other act or omission, liability for which may not be limited under Applicable Law.
14 INSURANCE
14.1 Gnatta shall, and shall ensure that any subcontractors shall, during the term of this Agreement and for a period of one year after termination or expiry of this Agreement, maintain in force at its own expense:
(a) employer’s liability insurance;
(b) public liability insurance;
(c) professional indemnity insurance; and
(d) all other insurances required by Applicable Law,
together the “Policies”.
14.2 Gnatta shall not knowingly do or permit anything to be done which would make the Policies void or voidable, or which would permit the insurer to reject, diminish or delay any claim under a Policy.
14.3 Within 14 days of a request by the Customer, Gnatta shall provide evidence of the Policies.
15 TERMINATION
15.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of this agreement and such breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(b) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
(c) the other party 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 party 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 any of 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 that other party (being a company) other than 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;
(f) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party (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 all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
(i) a creditor or encumbrancer of the other party 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 party’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 party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 15.1(c) to Clause 15.1(i) (inclusive); or
(k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
15.2 For the purposes of Clause 15.1(a) material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from a substantial portion of this agreement over the term of this agreement. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding. Material breach also includes consistent a number of defaults or repeated defaults that, taken together, constitute a material breach.
15.3 Either party may terminate this Agreement in accordance with the provisions of Clause 18 (Force Majeure)
15.4 Without affecting any other right or remedy available to it, Gnatta may terminate this Agreement on giving not less than 30 days’ written notice to the Customer.
16 TERMINATION ASSISTANCE
16.1 During the 6 months immediately after receipt (or service) of notice to terminate this Agreement under Clause 15.1 (Termination),
16.2 Gnatta shall, subject to the Customer paying in advance for the Services agreed to:
(a) use reasonable endeavours to provide all reasonable assistance and co-operation to the Customer to ensure, subject to the same being reasonably achievable, the successful transfer to the successor supplier of Services of all the Customer Content in its possession or control, including:
(i) where agreed, making available to the Customer a complete and secure (i.e., encrypted and appropriately authenticated) download file of all the Customer Content held by Gnatta in the format, and on the media, reasonably specified by the Customer provided that the request shall be reasonably and technically achievable by Gnatta; and
(ii) preserving the Customer Content and all back-ups of the Customer Content until such time as the Customer gives written authorisation for the destruction or return of the Customer Content and backups; and
(b) using reasonable edeavours to ensure that the handover is carried out with the minimum inconvenience and disruption to the Customer and its business.
16.3 The provisions of Clause 16.1 shall not apply to the extent Gnatta has terminated this Agreement as a result of the Customer being in breach of this Agreement.
17 CONSEQUENCES OF TERMINATION
17.1 On termination or expiry of this agreement:
(a) all existing Statements at Work shall terminate automatically;
(b) the Customer shall immediately pay to Gnatta all of Gnatta’s outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, Gnatta may submit an invoice, which shall be payable immediately on receipt;
(c) the following clauses shall continue in force: Clause 1(Interpretation), Clause 3.8 (Customer Obligations); Clause 4.3 Customer IPR indemnity); Clause 4.8 (Gnatta Indemnity); Clause 5 (Charges and Payment ); Clause 7 ( Fraud, Bribery and Corruption); Clause 10 (Intellectual Property Rights); Clause 11 (Data Protection); Clause 12 (Confidentiality); Clause 13 (Limitations on Liability); Clause 16 (Termination Assistance); Clause 17 (Consequences of Termination) Clause 19, (Assignment); and Clauses 22 to 30 (General) inclusive.
17.2 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
18 FORCE MAJEURE
18.1 Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation:
(a) acts of God, flood, drought, earthquake or other natural disaster;
(b) epidemic or pandemic, except those expressly defined as such by the World Health Organisation at the point of signature on this contract;
(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
(d) nuclear, chemical or biological contamination or sonic boom;
(e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
(f) collapse of buildings, fire, explosion or accident; and
(g) any labour or trade dispute, strikes, industrial action or lockouts [(other than in each case by the party seeking to rely on this clause, or companies in the same group as that party); and
(h) interruption or failure of utility service or internet.
18.1.2 Provided it has complied with Clause 18.1, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), other than an obligation to make payment, the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
18.1.3 The Affected Party shall:
(a) as soon as reasonably practicable after the start of the Force Majeure Event but no later than five Business Days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
18.2 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than six weeks, either party may terminate this agreement by giving two weeks’ written notice to the Affected Party.
19 ASSIGNMENT AND OTHER DEALINGS
19.1 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
19.2 Gnatta may at any time assign, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights under this agreement, provided that Gnatta gives prior written notice of such dealing to the Customer.
20 VARIATION
20.1 Gnatta may revise this Agreement on not less than 30 days’ written notice to the Customer and the revised terms will be legally binding on the Customer on expiry of such 30 day period. No amendment by the Customer to the Agreement will be binding on Gnatta, unless in writing and signed by Gnatta.
21 WAIVER
21.1 A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
21.2 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 prevent 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 prevent or restrict the further exercise of that or any other right or remedy.
21.3 A party that waives a right or remedy provided under this agreement or by law in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.
22 RIGHTS AND REMEDIES
22.1 The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
23 SEVERANCE
23.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
23.2 If any provision or part-provision of this agreement is deemed deleted under Clause 23.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
24 ENTIRE AGREEMENT
24.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
24.2 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.
25 CONFLICT
If there is an inconsistency between any of the provisions of this Agreement and the provisions of the Schedules, the provisions of this agreement shall prevail.
26 NO PARTNERSHIP OR AGENCY
26.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
26.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
27 THIRD PARTY RIGHTS
Unless it expressly states otherwise, 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.
28 NOTICES
28.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email to such email address as provided from time to time for this purpose.
28.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
(b) if sent by pre-paid first-class post or other next Business Day delivery services, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
(c) if sent if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when Business Hours resume.
28.3 This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
29 GOVERNING LAW
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
30 JURISDICTION
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.