Online Subscription Policy
FIND A FAMILY EXPERT TERMS AND CONDITIONS (version dated: March 2019)
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause Error! Reference source not found..
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.6 or clause Error! Reference source not found..
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Customer Data: the data inputted by the Customer, Authorised Users, or FFE on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services including any User Generated Content provided by that Customer whether the Customer created that User Generated Content themselves or not (Customer User Generated Content).
Data Protection Legislation: the UK Data Protection Legislation and any other 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);.
Effective Date: the day upon which you other begin to use the services, or the day that we grant you access to the services, after you have accepted these terms and conditions as set out in your order confirmation.
FFE: means Find a Family Expert Limited, a company registered in England and Wales with registered company number: 11543355, with registered address at: Office U002, Business Centre Advanced Skills & Innovation Centre, Margaret Street, Wakefield, United Kingdom, WF1 2DH.
Initial Subscription Term: the initial term of this agreement which shall be one (1) calendar month.
Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Purchase Order: means the email (or other written document) provided by FFE to the Customer confirming verification and the details for the requested Services which shall constitute an offer by FFE to carry out the Services for the Customer.
Renewal Period: the period described in clause 13.1.
Services: the subscription services provided by FFE to the Customer under this agreement via the Website and any other website notified to the Customer by FFE from time to time, as more particularly described in the Documentation.
Subscription Fees: the subscription fees payable by the Customer to FFE for the User Subscriptions, as set out in the applicable Purchase Order.
Subscription Term: has the meaning given in clause 13.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
User: means the third-party users, being individuals or representatives of business entities, who are making use of the Services. Where the context requires a reference to User shall include reference to the Customer’s Authorised Users as users of the Services.
User Generated Content: includes the Customer User Generated Content and also includes any content that is uploaded, previewed, or otherwise posted onto the Website by other Users or where such content is otherwise made accessible or viewable via the Services in any way by any User or FFE.
User Subscription: the user subscription purchased by the Customer pursuant to clause 8.1 which entitles Authorised Users to access and use the Services and the Documentation in accordance with this agreement.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Website: means the web pages we use to provide the Services to you which you log in to and use to interact with us and other users generally at the following web address: www.findafamilyexpert.com
Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.2 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
1.3 A reference to writing or written includes email.
1.4 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.
2. USER SUBSCRIPTIONS
2.1 Subject to: the Customer purchasing the User Subscription in accordance with this agreement; and the restrictions set out in this clause 2 and the other terms and conditions of this agreement; FFE hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
2.2 In relation to the Authorised Users, the Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number set out in the Purchase Order;
(b) only the range, department or category of persons as described in the Purchase Order shall be permitted to use the Services.
2.4 The Customer shall not:
(a) 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:
(i) 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
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) 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
(c) subject to clause 21.1, 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
2.5 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 FFE.
2.6 The rights provided under this clause 2 are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer except those expressly called out in a Purchase Order.
3.1 FFE shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this agreement.
3.2 Though the Services are not of a business critical nature and the likelihood of any outage causing any kind of financial loss is low, FFE shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
(a) planned maintenance carried out during the maintenance window of 12.00 am to 4.00 am UK time; and
(b) unscheduled maintenance performed outside Normal Business Hours, provided that FFE reasonably believes such maintenance cannot wait until the next maintenance window where such maintenance is reasonably require to manage any IT Security risk, operational integrity risk or any risk of a data breach.
4. CUSTOMER DATA
4.1 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data including any relevant User Generated Content.
4.2 FFE’s service provider shall follow its normal archiving procedure for Customer Data, as such document may be amended by FFE’s service provider in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against FFE shall be for FFE to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by FFE’s service provider. FFE shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by FFE to perform services related to Customer Data maintenance and back-up).
4.4 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 4 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
4.5 Though FFE may be a Data Controller in relation to some Personal Data made available on the website, the parties acknowledge that FFE will normally be a processor rather than a controller of personal data:
(a) if FFE processes any personal data on the Customer's behalf when performing its obligations under this agreement, the Customer is the controller and FFE is the processor for the purposes of the Data Protection Legislation.
(b) Schedule 4 sets out the scope, nature and purpose of processing by FFE, the duration of the processing and the types of personal data and categories of data subject.
(c) 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 FFE's other obligations under this agreement.
(d) Where the Customer has the ability to enter free text into sections of the Website which are marked or otherwise indicated to post that data onto any kind of public profile or publicly accessible forum, the Customer acknowledges that it is making such personal data publicly available, and viewable, and accordingly the Customer has the rights set out in clause 4.6 below.
4.6 Without prejudice to the generality of clause 4.4, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to FFE for the duration and purposes of this agreement so that FFE may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf in providing and administering the Services.
4.7 Without prejudice to the generality of clause 4.4, FFE shall, in relation to any personal data processed in connection with the performance by FFE of its obligations under this agreement:
(a) process that personal data only on the documented written instructions of the Customer unless FFE is required by the laws of any member of the European Union or by the laws of the European Union applicable to FFE and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where FFE is relying on Applicable Laws as the basis for processing personal data, FFE shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit FFE from so notifying the Customer;
(b) not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
(i) the Customer or FFE has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) FFE complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(iv) FFE complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
(c) 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;
(d) notify the Customer without undue delay on becoming aware of a personal data breach;
(e) 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
(f) maintain complete and accurate records and information to demonstrate its compliance with this clause 4 and immediately inform the Customer if, in the opinion of FFE, an instruction infringes the Data Protection Legislation.
4.8 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).
4.9 The Customer consents to FFE appointing third parties falling within the category of hosting services providers and specifically GoCardless Ltd in the United Kingdom as a third-party processor of personal data under this agreement. FFE confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business which will reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and FFE, FFE shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 4.
5. THIRD PARTY PROVIDERS
5.2 FFE makes no warranty as to the accuracy or validity of any User Generated Content whatsoever posted on the Website or made available through the Services. This includes any background check or certification that is held out directly by any User.
6. FFE'S OBLIGATIONS
6.1 FFE will provide the Services with reasonable skill and care.
6.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to FFE's instructions, or modification or alteration of the Services by any party other than FFE or FFE's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, FFE 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 set out in clause 6.1. Notwithstanding the foregoing, FFE:
(a) does not warrant that the Customer's use of the Services will be uninterrupted or error-free;
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.;
(c) Is not responsible for the quality, suitability or efficacy of any of the referrals or introductions made through the Customer’s use of the Services. The Customer is provided with information including in some circumstances certifications and other background checks relating to individuals or businesses through use of the Services and FFE is not responsible for, and does not warrant the accuracy of, either the User Generated Content or the Customer Data under any circumstances.
6.3 This agreement shall not prevent FFE 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.
6.4 FFE warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
7. CUSTOMER'S OBLIGATIONS
7.1 The Customer shall:
(a) provide FFE with reasonable assistance and information on request by FFE in order to carry out the Services;
(b) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for FFE, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
(f) ensure that its network and systems, including web browser and version, comply with the relevant specifications provided by FFE from time to time; and
(g) Comply with and ensure Authorised Users compliance with the Acceptable Use Policy.
8. CHARGES AND PAYMENT
8.1 The Customer shall pay the non-refundable Subscription Fees, exclusive of VAT, in advance to FFE for the User Subscriptions in accordance with this clause 8 and Schedule 1.
8.2 FFE shall be entitled to invoice and collect payments from the Customer via its appointed third-party payment services provider as may be appointed from time to time by FFE. References within this clause 8 shall, where the context requires, be interpreted to be inclusive of FFE’s relevant payment processing services provider.
8.3 The Customer shall on the Effective Date provide to FFE valid, up-to-date and complete credit card details or approved purchase order information acceptable to FFE and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:
(a) its credit card details to FFE, the Customer hereby authorises FFE to bill such credit card:
(i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
(ii) subject to clause 13.1, for further monthly instalments of the Subscription Fees payable in respect of the next Renewal Period(s);
(b) its approved purchase order information to FFE’s nominated payment services provider, FFE shall invoice the Customer via its third party payment services provider:
(i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
(ii) subject to clause 13.1, at least 30 days prior to the commencement of each applicable Renewal Period, for the Subscription Fees payable in respect of the next Renewal Period,
and the Customer shall pay each invoice within 30 days after the date of such invoice.
8.4 If FFE has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of FFE:
(a) FFE may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and FFE shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 2% over the then current base lending rate of Barclays Bank Plc from time to time (or 2% if higher), commencing on the due date and continuing until fully paid, whether before or after judgment.
8.5 All amounts and fees stated or referred to in this agreement shall be payable in pounds sterling.
8.6 FFE shall be entitled to reasonably increase the Subscription Fees, the fees payable in respect of the User Subscriptions purchased pursuant to clause Error! Reference source not found. at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.
8.7 Any purchases of advertising or other services or packages provided by FFE to the Customer from time to time shall be in addition to the relevant Subscription Fee unless otherwise stated.
9. PROPRIETARY RIGHTS
9.1 The Customer acknowledges and agrees that FFE and/or its licensors and Users own all intellectual property rights in the Services and the User Generated Content. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the User Generated Content.
9.2 FFE confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
10.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, which independent development can be shown by written evidence.
10.2 Subject to clause 10.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
10.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
10.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 10.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
10.5 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
10.6 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute FFE's Confidential Information.
10.7 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
10.8 The above provisions of this clause 10 shall survive termination of this agreement, however arising.
11.1 The Customer shall defend, indemnify and hold harmless FFE against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or the Customer Data and Customer User Generated Content provided that:
(a) the Customer is given prompt notice of any such claim;
(b) FFE provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
(c) the Customer is given sole authority to defend or settle the claim.
11.2 FFE shall defend the Customer, its officers, directors and employees against any claim that the Services or Documentation infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
(a) FFE is given prompt notice of any such claim;
(b) the Customer provides reasonable co-operation to FFE in the defence and settlement of such claim, at FFE's expense; and
(c) FFE is given sole authority to defend or settle the claim.
11.3 In the defence or settlement of any claim, FFE may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 5 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
11.4 In no event shall FFE, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
(a) a modification of the Services by anyone other than FFE; or
(b) the Customer's use of the Services in a manner contrary to the instructions given to the Customer by FFE; or
(c) the Customer's use of the Services after notice of the alleged or actual infringement from FFE or any appropriate authority.
11.5 The foregoing and clause 12.3(b) state the Customer's sole and exclusive rights and remedies, and FFE's (including FFE's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
12. LIMITATION OF LIABILITY
12.1 Except as expressly and specifically provided in this agreement:
(a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. FFE shall have no liability for any damage caused by errors or omissions in any User Generated Content, information, instructions or scripts provided to FFE by the Customer or any other User of the Service in connection with the Services, or any actions taken by FFE at the Customer's direction or that of other Users;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
(c) Where the Customer is subscribed to a free version of the Services, then the Services are provided to the Customer on an "as is" basis.
12.2 Nothing in this agreement excludes the liability of FFE:
(a) for death or personal injury caused by FFE's negligence;
(b) for fraud or fraudulent misrepresentation
12.3 Subject to clause 12.1 and clause 12.2:
(a) FFE shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
(b) FFE's total aggregate liability in contract (excluding in respect of the indemnity at clause 11.2 which shall not be limited), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the twelve (12) months immediately preceding the date on which the claim arose.
13. TERM AND TERMINATION
13.1 This agreement shall, unless otherwise terminated as provided in this agreement, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for further successive and consecutive periods of one (1) month (each a Renewal Period) until terminated by either party in accordance with the terms of this agreement.
13.2 Either party may terminate this Agreement for convenience at any time by providing at least sixty (60) days prior written notice to the other party (“Termination for Convenience”). In the event of any such Termination for Convenience pursuant to this clause the termination will take effect upon the expiry of the applicable Renewal Period in which the 60 days notice expires. For example: where the Renewal Period commences on the 15th day of any given month, if a Termination for Convenience notice is served on the 1st of March, the effective termination date would be the 14th of May.
13.3 Either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;
13.4 On termination of this agreement for any reason:
(a) all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation and FFE may destroy or otherwise dispose of any of the Customer Data in its possession in accordance with clause 4.7(c);
(b) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
14. FORCE MAJEURE
FFE shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of FFE or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of FFEs or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
18. RIGHTS AND REMEDIES
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
19.1 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.
19.2 If any provision or part-provision of this agreement is deemed deleted under clause 19.1 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.
20. ENTIRE AGREEMENT
20.1 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.
20.2 Each party acknowledges that in entering into this agreement it does not rely on, and 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.
20.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
20.4 Nothing in this clause shall limit or exclude any liability for fraud.
21.1 The Customer shall not, without the prior written consent of FFE, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
21.2 FFE may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
22. NO PARTNERSHIP OR AGENCY
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
23. THIRD PARTY RIGHTS
This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
24.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand, post or email.
25. GOVERNING LAW AND JURISDICTION
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England shall have exclusive jurisdiction.