SIGNATURIZE – SUBSCRIPTION TERMS AND CONDITIONS
Welcome to Signaturize, a subscription service that provides our members with access to our App for professional use. These terms and conditions govern your subscription to Signaturize. Please read these terms and conditions carefully before subscribing to Signaturize.
Signaturize is made available by Signaturize Limited, a company registered in England with company number 11520841 whose registered office is at 1 Burwood Place, London, Greater London, United Kingdom, W2 2UT (referred to as “we” “us” and “our” in these Terms). Our main trading address is Cranmore House, Suite D, 611 Lisburn Rd, Belfast, BT9 7GT. Our VAT number is 317288293. We operate the website https://www.signaturize.com/ (the “Website“) and the Signaturize Mobile App (the “App“).
To contact us, please telephone our customer service team on +44 (0) 20 3051 2775 or e-mail email@example.com. However, any formal notice should be served in accordance with clause 12.
The Services are intended for use in a business context and these Terms are intended to be business-to-business. These Terms are therefore intended to bind you and us, as well as (if applicable) the business on whose behalf the Subscription is taken out (referred to as “you” or “your” in these Terms). If you are acting on behalf of your employer or another business, you represent and warrant that:
(a) you have full legal authority to bind your employer or that business; and
(b) you agree to these Terms on behalf of the business that you represent.
By agreeing to these Terms, you represent to us that you are acting in a business capacity (i.e. for purposes relating to your trade, business, craft or profession) and not as a consumer.
These Terms are only available in the English language.
- DEFINITIONS AND INTERPRETATION
1.1 The following definitions apply to these Terms:
“Account” has the meaning given to it in clause 2.1;
“Affiliates” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with us;
“App” means the mobile application made available in accordance with clause 4 below;
“Applicable Law” means in respect of either Party, all laws, statutes, regulations, directions, guidelines and codes of conduct of any governmental or other regulatory body of competent jurisdiction, and any orders of any court or other tribunal of competent jurisdiction which are applicable to the performance by that Party of its obligations or enjoyment of its rights under this Agreement;
“Charges” means the Yearly price for your Subscription as set out during the Order process;
“Confidential Information” means all information in any medium or format (written, oral, visual or electronic), that relates to a Party (the “Disclosing Party“), or to its employees, officers, customers or suppliers, and that is directly or indirectly disclosed by the Disclosing Party to the other Party in the course of their dealings relating to these Terms, whether before or after the date of your Subscription, which is either marked as “confidential” or which ought reasonably be considered to be confidential to the Disclosing Party;
“Control” means, in respect of any corporate entity, the beneficial ownership of more than 50% of the issued share capital of that entity or the legal power to direct or cause the direction of the general management of that entity, and “Controls“ and “Controlled” shall be construed accordingly;
“EULA” has the meaning given to it in clause 2.6.2;
“Intellectual Property Rights“ means any and all present and future, patents, inventions, know-how, trade secrets and other confidential information, trademarks, service marks, logos, emblems, badges, mascots, insignia, identifying music and sounds, get-up, domain names, business names, trade names, moral rights, performance rights, registered designs, copyrights, database rights, the sui generis rights of extraction relating to databases, design rights and other intellectual property rights of whatever nature, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world;
“Interactive Services” has the meaning given to it in clause 7.8;
“Initial Term” means the first Year of your Subscription, as set out in clause 3;
“Order” means an order for the Services placed by you with us in accordance with these Terms (and “Ordered” shall be construed accordingly);
“Party” means each of you and us;
“Payment Methods” has the meaning given to it in clause 3.6;
“Pre-contractual Statements” has the meaning given to it in clause 16.2;
“Project” means a user of the App designing a living space using virtual reality via the App;
“Project Design” means the electronic version of a Project;
“Project IPRs” has the meaning given in clause 6.3;
“Renewal Period” means each Year for which your Subscription is automatically renewed as set out in clause 3.1;
“Services” means the services to be provided by us to you as set out in these Terms;
“Signaturize Academy” means a platform offering interior designers with access to interior design tools and insights, which is provided by us;
“Signaturize IPRs” has the meaning given to it in clause 6.1;
“Subscription” means your subscription for the Services which is subject to these Terms and which is formed in accordance with clause 2 (and “Subscribe” shall be construed accordingly);
“Term” means the Initial Term and each subsequent Renewal Period;
“Terms” means these subscription terms and conditions, which apply to your Subscription;
“Uploaded Materials” has the meaning given to it in clause 6.6;
“User Generated Content” has the meaning given to it in clause 7.6;
“User ID” has the meaning given to it in clause 4.2;
“Year” means the period starting on and from a particular date of a calendar year to (but excluding) the same date in the following calendar year, and “Annual” and “Annually” shall be construed accordingly.
1.2 The clause headings in these Terms are included for convenience only and shall not affect the interpretation of these Terms.
1.3 A “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
1.4 A reference to a “company” shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other genders.
1.6 A reference to any “party” shall include that party’s personal representatives, successors and permitted assigns.
1.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and a reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.8 A reference to “these Terms” or to any other terms, agreements or documents referred to in these Terms is a reference to these Terms or such other agreement or document as varied, amended or replaced from time to time.
1.9 References to “clauses” are to the clauses of these Terms.
1.10 Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
- ORDERS AND FORMING YOUR SUBSCRIPTION
2.1 In order to take out a Subscription, you must register an account with us (“Account”). You can register an Account via the Website.
2.2 You may take out a Subscription through the Website. To place an Order, follow the instructions set out on the Website. You may only submit an order using the method set out on the Website.
2.3 Please check the Order carefully before confirming it. You are responsible for ensuring that your Order is complete and accurate.
2.4 Your Order for the Services is an offer by you to enter into a Subscription with us. After you place your Order, you will receive an e-mail from us confirming your order at which point a contract will be formed on these Terms between you and us in respect of your Subscription.
2.5 If we are unable to provide the Services for any reason, we will inform you of this by e-mail and we will not process your Order. If you have already paid for the Services, we will refund you the full amount.
2.6 Please note that:
2.6.2 your use of the App will also be governed by our end user licence agreement (available here) (the “EULA“);
2.7 In the event of conflict between the terms of the EULA and these Terms, these Terms shall prevail.
- subscription term and charges
3.1 You Subscription shall run on an Annual basis and automatically renew each Year until your Subscription is terminated pursuant to clause 9. By way of example only, if you Subscribe on the 5th of January of a calendar year, then the Initial Term shall run from that date to (and including) the 4th of January of the following calendar year, and the Renewal Period shall then begin on the 5th of January of the following calendar year.
3.2 The Charges for each Year of your Subscription are as set out during the Order process. You shall pay to us the Charges for the Initial Term and each subsequent Renewal Period upfront at the start of that Initial Term or Renewal Period (as applicable).
3.3 The Charges shall include the price for your Subscription plus any applicable VAT.
3.4 We have the right to make changes to the Charges from time to time, although we shall not make any change to the Charges applicable to you during the current Initial Term or Renewal Period (as applicable). If these changes result in an increase in the Charges payable by you, we shall inform you at least 60 days in advance of the change. If you do not agree to pay the increased Charges, you may terminate your Subscription in accordance with clause 9.
3.5 We take reasonable care to ensure that the Charges stated for the Subscription are correct at the time when the relevant information was entered into the system. However, it is always possible that, despite our reasonable efforts, some of the subscription options on the Website may be incorrectly priced. If the correct price for the Subscription is higher than the price stated on the Website, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Subscription at the correct price or cancelling your Order. We will not process your Order until we have your instructions. If we are unable to contact you using the contact details you provided during the Order process, we will treat the Order as cancelled and notify you in writing. However, if we mistakenly accept and process your Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel the Subscription and refund you any sums you have paid.
3.6 You shall pay the Charges to us by MasterCard, Visa, American Express, cards or other payment methods set out in the Order process (the “Payment Methods”).
3.7 If your Payment Method is a [MasterCard, Visa or Visa Delta JCB card], you authorise us to take payments from the card chosen by you on a recurring Annual basis as applicable, for the duration of your Subscription including for any additional amounts arising under clauses 3.4 or 3.9 or otherwise (including any VAT or other taxes and late fees, as applicable) that may be accrued by or in connection with your Subscription.
3.8 You shall pay the Charges in full, free of any withholding, deduction, set-off or counterclaim except insofar as you are required by Applicable Law to make such deduction or withholding. To the extent that you pay, deduct and/or withhold any tax, duty, commission or other withholding, then you shall gross up the relevant amount payable under these Terms so as to ensure that, after making the deduction or withholding, we receive the full amount as expressed in this Agreement.
3.9 Without prejudice to our other rights and remedies, we may charge interest on amounts that you have not paid when they are due, at the rate of 2% per annum calculated daily above HSBC Bank Plc base rate from the due date of payment to the actual date of payment, whether before or after judgment.
- use of the App
4.1 These Terms form a contract between us and you and (if applicable) the business on whose behalf the Subscription is taken out.
4.2 Your Subscription entitles one individual to access the App and use the Services. You will be given a unique ID as part of the Order process that can be used to log in to the App ( “User ID“).
4.3 Our App is available to download via the App Store. The App can then be accessed by using your User ID.
4.4 You represent, warrant and undertake that:
4.4.1 you will not allow anyone else to have access to and use the App under your Subscription; and
4.4.2 your User ID shall not be shared with anyone else such that more than one person uses the same User ID; and
4.4.3 if you are taking out a Subscription on behalf of your employer or another business, you shall procure compliance with these Terms by all of your employees, contractors, agents and other representatives in the use of the Services and you shall be liable to us for any acts or omissions directly or indirectly caused by any of your employees, contractors, agents and other representatives in the use of the Services.
5.1 Following the acceptance of your Subscription by us in accordance with clause 2, we shall make the Services available to you as set out in this clause 5.
5.2 We shall use reasonable care and skill in the provision of the Services.
5.3 You may use the App, in a professional capacity, to:
5.3.1 create, view, copy, and manipulate your own Project Designs; and
5.3.2 share Project Designs, and collaborate on them, with other account holders.
5.4 As part of your Subscription, you will be provided with access to the Signaturize Academy and the content therein. Please note that the content provided as part of the Signaturize Academy is evolving and subject to change, in our sole discretion.
5.5 You will benefit from any other services outlined to you as being part of your Subscription during the order process.
- Intellectual property rights
6.1 The Parties agree that any and all Intellectual Property Rights and related goodwill:
6.1.1 arising anywhere and anyhow which vest in, derive from or are connected to the App, the Website and Signaturize Academy (including any and all related software, source code and technology);
6.1.2 in the “Signaturize” name and marks; and
6.1.3 arising anywhere and anyhow which vest in, derive from or are connected to the any digital depictions of physical objects or spaces using the App or otherwise provided in the provision of the Services,
(together, the “Signaturize IPRs“) shall in each case be owned exclusively by us.
6.2 We hereby grant you a limited, revocable, non-transferable, non-exclusive licence to use the Signaturize IPRs solely in connection with your use of the Services during the Term in accordance with these Terms.
6.3 The Parties agree that (save for any Uploaded Material) any and all Intellectual Property Rights and related goodwill arising anywhere and anyhow which vest in, derive from or are connected to the Project Designs (the “Project IPRs“) shall in each case by owned exclusively by us. We hereby grant you a limited, revocable, non-transferable, non-exclusive licence to use the Project IPRs solely in connection with your use of the Services during the Term in accordance with these Terms.
6.4 The Parties agree that we may share Project IPR for marketing purposes and/or with other members of the Signaturize Community.
6.5 The Parties agree that any ideas, suggestions, or concepts provided to Signaturize for product improvement or enhancement are provided to Signaturize on a worldwide, perpetual, royalty-free basis. Signaturize may choose to implement or not implement any suggestion and, such suggestions, while greatly appreciated, become the property of Signaturize, and trigger no obligation to compensate you.
Materials you upload
6.6 You or (if applicable) your licensors shall retain ownership of any Intellectual Property Rights vesting in any materials you upload using the Services (the “Uploaded Material“). You hereby grant us an irrevocable, transferable, perpetual licence to use the Intellectual Property Rights in the Uploaded Materials for the purposes of providing the Services.
6.7 Except for the rights and licence granted in these Terms, we reserve all other rights and grant no other rights or licences, implied or otherwise. We are entitled to use all Intellectual Property Rights owned by us for any purpose whatsoever.
6.8 Except as expressly provided in these Terms, you agree not to use, modify, reproduce, distribute, sell, license, reverse engineer, decompile, or otherwise exploit the Signaturize IPRs or the Project IPRs without our express written permission.
6.9 You are expressly prohibited from any use of data mining, robots or similar data gathering and extraction tools in your use of the App, the Service and the Website.
Third party links
6.10 The Website and the App may from time to time contain links to third party websites. You are responsible for deciding whether to access a third party website and your use of third party websites will be governed by the terms of that third party website. We have no responsibility for any aspect of third party websites.
- your obligations
7.1 You are responsible for ensuring that you have and maintain all the hardware and software (and all other arrangements) necessary to access, receive and view the Services.
7.2 You agree that you:
7.2.1 shall not use the Services to develop or provide, directly or indirectly, any product or service that competes with our business;
7.2.2 shall not use the Services in any way which might infringe any third party rights, including third party Intellectual Property Rights;
7.2.3 shall not use the Services in any way that is contrary to Applicable Law;
7.2.4 shall not modify, decompile or reverse engineer any software supplied as part of, or in connection with, the Services, except as permitted by Applicable Law;
7.2.5 are not permitted to use the Services by automated means or otherwise for the purposes of scraping, extracting or otherwise obtaining any material from the Services for use within a third party website or application;
7.2.6 shall co-operate with us in all matters relating to the Services;
7.2.7 shall provide us with such information and materials as we may reasonably require in order to provide the Services and ensure that such information is complete and accurate in all material respects;
7.2.8 shall not abuse the Service, Website and/or App or use any of them for any unlawful or unauthorised purpose (which includes transmitting any computer viruses, or using them in a manner which is discriminatory, offensive, abusive, malicious, defamatory or otherwise violates or infringes the rights of anyone else);
7.2.9 shall not use the Service, Website and/or App for commercial purposes without an active Subscription;
7.2.10 shall not use the Service in any way that is contrary to Signaturize’s public image, goodwill, or reputation;
7.2.11 shall not express or imply that any of your statements, activities or causes are endorsed by us, without our prior written consent in each instance;
7.2.12 shall not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Service;
7.2.13 shall not test or develop any third-party integrations with the Service without our express written permission;
7.2.14 shall not “frame” or “mirror” any part of the Service without our prior written consent;
7.2.15 shall not forge headers or otherwise manipulate identifiers in order to disguise the origin of any submission;
7.2.16 shall not execute any form of network monitoring or run a network analyser or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between or with the Service servers or any data not intended for you;
7.2.17 shall not gain, or attempt to gain, unauthorised access to the Service, the server on which the Service operates, or any server, computer or database connected to the Service;
7.2.18 acknowledge that any elements of Project Designs may not accurately represent the dimensions or texture of the suggested physical products; and
7.2.19 acknowledge that any dimensions or colours viewed and uploaded as a part of the Service should be treated as only approximate and should be cross-checked and validated by you before any decisions are made that may result in a cost being incurred to you or a third party or as a result of your actions.
7.3 You warrant and represent that:
7.3.1 you own, or have a licence to use, all rights (including Intellectual Property Rights) in all Uploaded Materials;
7.3.2 any Uploaded Materials you upload to the App and/or Website shall not infringe the rights, including Intellectual Property Rights, of any third party; and
7.3.3 you shall comply with Applicable Law in relation to the exercise of your rights, and fulfilment of your obligations, under these Terms.
7.4 We shall endeavour to provide constant, uninterrupted access to the Services. However, please note that:
7.4.1 we may suspend, withdraw, discontinue or change parts of the Services without notice provided that it does not affect the overall provision of the Services to you;
7.4.2 the Services may not be uninterrupted, timely, secure or error-free; and
7.4.3 from time to time we may need to close the App, the Website and/or the Services and suspend the Services to carry out upgrades and/or maintenance.
7.5 You shall indemnify and hold us harmless against any losses, costs, liabilities and expenses suffered or incurred by us and/or our Affiliates as a result of:
7.5.1 any claim that the use of Uploaded Materials by us in accordance with these Terms infringes the rights (including the Intellectual Property Rights) of any third party;
7.5.3 any other breach of these Terms.
User Generated Content
7.6 If it is the case that you supply/upload any content to the App – whether it be pictures, text, sound recordings or whatever – the content you supply (“User Generated Content“) must comply with the following rules:
7.6.1 it must not be obscene, abusive, offensive or racist and it must not promote or propose hatred or physical harm against anyone;
7.6.2 it must not harass or bully another person;
7.6.3 it must be true and honest so far as you know;
7.6.4 it must not be defamatory of anyone;
7.6.5 it must not use the material or content or infringe the rights or privacy of anyone else; for example you should not use images of well-known characters, footage or music (unless it is your own or you have permission to use it);
7.6.6 it must not contain someone else’s personal details or confidential information relating to other people; and
7.6.7 it must not promote or condone terrorism, violence or illegal behaviour.
7.7 We reserve the right to refuse to accept or refuse or cease to use any User Generated Content supplied by any person that we think contravenes these rules.
7.8 In addition, we may from time to time provide interactive services on the App that shall enable you to upload User Generated Content, including, without limitation:
7.8.1 comment facilities;
7.8.2 chat rooms; and/or
7.8.3 bulletin boards,
(together “Interactive Services“).
7.9 Where we provide an Interactive Service, we will use reasonable endeavours to provide information to you about the kind of service offered and if it is moderated. However, we are under no obligation to oversee, monitor or moderate any Interactive Service we provide.
- OUR Right to vary these Terms
8.1 We may amend or add to these Terms as they apply to your Subscription from time to time, provided that:
8.1.1 we shall provide you with at least thirty days’ notice in advance of such revision;
8.1.2 such revision shall take effect at the start of the next following Renewal Period; and
8.1.3 if you are dissatisfied with such revision, you may cancel your Subscription in accordance with the process set out in clause 9.
Your rights to terminate
9.1 You may cancel your Subscription by notifying us in accordance with clause 12. Your Subscription will be cancelled from the end of the Initial Term or Renewal Period (as applicable) during which you cancelled your Subscription.
9.2 You will continue to have access to the Services for the period between you notifying us that you wish to cancel your Subscription and the cancellation taking effect under clause 9.1 above, provided that you have paid the Charges for that period.
Suspension and termination by us
9.3 We may terminate your Subscription at any time with immediate effect without refunding or compensating you by giving written notice to you if you:
9.3.1 fail to pay any amount due under these Terms on the due date for payment;
9.3.3 we reasonably believe that your use of the Services is infringing or is likely to infringe any third party rights or you are in any other way committing fraudulent activity in the use of the Services.
9.4 We may also suspend or terminate your Subscription at any time with immediate effect if we cannot provide the Services to you due to technical or operational reasons outside of our control. In these circumstances, we shall refund you, on a pro rata basis, the Charges paid by you that are for the portion of your Subscription: (i) if suspended, during such suspension period; and (ii) if terminated, remaining after termination of your Subscription occurs.
9.5 We may cancel your Subscription at any time by giving you at least seven days’ notice in writing. If we exercise this right, we shall refund you, on a pro rata basis, the Charges paid by you that are for the portion of your Subscription remaining after termination of your Subscription occurs.
- consequences of termination
10.1 On expiry or termination of your Subscription for any reason:
10.1.1 you shall immediately pay to us all outstanding unpaid Charges;
10.1.2 your access to the Services will be revoked; and
10.1.3 the licence granted in clause 6.2 will cease.
10.2 We shall pay any refund due from us to you on termination of your Subscription no later than 30 days from the date of termination. We shall pay such refund using the Payment Method you selected when you placed your order or by cheque if you have made payment to us via direct debit.
10.3 Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
11.1 Except as expressly set out in these Terms, all conditions, warranties, stipulations and other statements whatsoever that would otherwise be implied or imposed by statute, at common law or otherwise howsoever are excluded to the fullest extent permitted by law.
11.2 Nothing in this Agreement excludes or limits either Party’s liability:
11.2.1 in respect of death or personal injury caused by its own negligence;
11.2.2 in relation to fraud or theft; and/or
11.2.3 any other liability which may not be limited or excluded under Applicable Law.
11.3 Subject to clause 11.2, in no event shall we be liable to you for any loss of profits, loss of revenue, loss of contracts, failure to realise anticipated savings or for any indirect or consequential loss, whether arising from negligence, breach of contract or otherwise.
11.4 Subject to clause 11.2, our total liability to you for any loss or damage arising out of or in connection with these Terms, whether in contract (including under any indemnity), tort (including negligence) or otherwise shall be limited to the Charges paid by you to us in the 12 months prior to the liability arising.
11.5 This clause 11 will survive termination or expiry of these Terms.
12.1 When we refer to “in writing” in these Terms, this includes email.
12.2 Any notice or other communication given by one of us to the other under or in connection with these Terms must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
12.3 A notice or other communication is deemed to have been received:
12.3.1 if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
12.3.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
12.3.3 if sent by email, at 9.00 am the next working day after transmission.
12.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
12.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
- APPROVALS, WAIVER AND CUMULATIVE REMEDIES
13.1 In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under these Terms or by law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently.
13.2 The rights and remedies arising under, or in connection with, these Terms are cumulative and, except where otherwise expressly provided in these Terms, do not exclude any rights or remedies provided by law or otherwise.
14.1 You and we each undertake that we will not at any time, and for a period of five years after termination of these Terms, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 14.2.
14.2 You and we each may disclose the other’s confidential information:
14.2.1 to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under these Terms. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 14; and
14.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3 Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under these Terms.
15.1 If any provision of these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these Terms which shall remain in full force and effect.
15.2 If any provision of these Terms is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such deletion(s) as may be necessary to make it valid.
15.3 The Parties agree, in the circumstances referred to in clause 15.1 and if clause 15.2 does not apply, to attempt in good faith to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.
- ENTIRE AGREEMENT
16.1 These Terms constitute the entire agreement and understanding of the Parties relating to the subject matter of this Agreement and supersedes any previous agreement or understanding between the Parties in relation to such subject matter.
16.2 Each Party acknowledges that in entering into these Terms it has not relied upon any oral or written statements, collateral or other warranties, assurances, representations or undertakings which were made by or on behalf of the other Party in relation to the subject-matter of this Agreement at any time before its signature (together “Pre-Contractual Statements“), other than those which are set out in these Terms.
16.3 Each Party hereby waives all rights and remedies which might otherwise be available to it in relation to such Pre-Contractual Statements.
16.4 Nothing in this clause 16 shall exclude or restrict the liability of either Party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment.
- MODIFICATION OR VARIATION
17.1 No modification or variation of these Terms (or any document entered into pursuant to or in connection with this Agreement) shall be valid unless it is in writing and signed by or on behalf of each of the Parties. For the avoidance of doubt, no modification or variation of these Terms shall be valid if made by email.
17.2 Unless expressly so agreed, no modification or variation of these Terms shall constitute or be construed as a general waiver of any provisions of these Terms, nor shall it affect any rights, obligations or liabilities under these Terms which have already accrued up to the date of such modification or waiver, and the rights and obligations of the Parties under these Terms shall remain in full force and effect, except and only to the extent that they are so modified or varied.
- THIRD PARTY RIGHTS
A person who is not a party to these Terms may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999 except for any person to whom the benefit of this Agreement is assigned or transferred in accordance with clause 19.
19.1 You shall not, without our prior written consent, , assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with these Terms or any rights under these Terms or purport to do any of the same. Any purported assignment in breach of this clause 19 shall confer no rights on the purported assignee.
19.2 We may assign at law or in equity (including by way of a charge or declaration of trust) or sub-license these Terms without your prior consent.
- GOVERNING LAW AND ARBITRATION
20.1 These Terms shall be governed by English law.
20.2 We and you agree that any dispute (contractual or non-contractual) arising out of or in connection with these Terms including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration, which rules are deemed to be incorporated by reference into this clause 20.
20.3 The number of arbitrators shall be three.
20.4 The seat, or legal place, or arbitration shall be London.
20.5 The language to be used in the arbitral proceedings shall be English.
20.6 Nothing in this clause 20 shall restrict either Party’s right to seek equitable relief anywhere in the world for breach of that party’s Intellectual Property Rights or for breach of the terms of clause 14.