MULTI-ME USER SUBSCRIPTIONS TERMS

These Terms apply to the grant by Multi-Me to the Customer of rights to access the Website as detailed in the Invoice to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Interpretation

1.1            The definitions and rules of interpretation in this clause apply in these Terms and to the Contract.

“Authorised Users” means those persons, pupils, students, employees, agents and independent contractors who are authorised by the Customer to use the Full Services and the Documentation, to be listed as further described in clause 2.2;

“Business Day” means any day which is not a Saturday, Sunday or public holiday in England;

“Confidential Information” means any information in whatever form which is marked as confidential or which, by its nature or the circumstances of its disclosure, ought to be treated as confidential;

“Contract” has the meaning given in the Invoice;

“Customer Data” means the data inputted by the Customer, Authorised Users, or Multi-Me on the Customer’s behalf, for the purpose of using the Services or facilitating the Customer’s use of the Services;

“Documentation” means the document made available to the Customer by Multi-Me online via the Website which sets out a description of the Services and the user instructions for the Services;

“Effective Date” has the meaning given in the Invoice;

“Full Services” means the subscription services provided by Multi-Me to the Customer under the Contract via the Website, as more particularly described in the Documentation;

“Initial Subscription Term” means the initial term of the Contract as set out in Table A of the Invoice;

“Intellectual Property Rights” means all intellectual property rights throughout the world for the full term of the rights concerned and including all extensions and renewals of such rights, whether or not such rights are registered or capable of registration, including, without limitation, copyright, database rights, patents, rights in inventions, know-how and technical information, design rights, registered designs, trade marks (including business and brand names, rights in domain names, devices and logos) and the right to apply for any of the foregoing anywhere in the world;

“Invoice” means the invoice for the Subscription Fees issued by Multi-Me to the Customer and to which these Terms are attached;

“Leaver” has the meaning given in clause 2.2.3(ii);

“Limited Services” means access to the Website with no right to add User Content to the Website, as more particularly described in the Documentation;

“Normal Business Hours” means 8.00 am to 6.00 pm local UK time, each Business Day;

“Renewal Period” means the period described in clause 15.1;

“Returning User” means an individual who, having been (i) an Authorised User then (ii) a Leaver, is added to the Customer’s list of current Authorised Users maintained under clause 2.2.2;

“Services” means the Full Services and the Limited Services;

“Subscription Fees” means the subscription fees payable by the Customer to Multi-Me for the User Subscriptions, as set out in Table A of the Invoice;

“Subscription Term” has the meaning given in clause 15.1;

“Support Services Policy” means Multi-Me’s policy for providing support in relation to the Full Services as made available at the Website;

“User Content” means any content created, developed or in any way added on or to the Website by an Authorised User;

“User Subscriptions” means the user subscriptions purchased by the Customer pursuant to clause 11.1 which entitle Authorised Users to access and use the Full Services and the Documentation in accordance with these Terms; and

“Virus” means 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 without limitation worms, trojan horses, viruses and other similar things or devices; and

“Website” has the meaning given in Table A of the Invoice.

2                User Subscriptions

2.1            Subject to these Terms, Multi-Me hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Full Services and the Documentation during the Subscription Term for educational purposes only.

In relation to the Authorised Users, the Customer undertakes that:

2.1.1                 the maximum number of Authorised Users that it authorises to access and use the Full Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;

it shall maintain and provide Multi-Me with a written, up to date list of current Authorised Users within five Business Days of:

(i)              the Effective Date;

Multi-Me’s written request at any time; and

2.1.2                 it shall promptly (and in any event within 5 Business Days) notify Multi-Me when an individual:

(i)              becomes a new Authorised User;

ceases to be an Authorised User for any reason including without limitation when an individual ceases to be enrolled with the Customer for educational purposes (a “Leaver”); or

(ii)             becomes a Returning User.

3                Use of the Services

3.1            The Customer shall not and shall procure that Authorised Users shall not:

3.1.1                 provide access to the Full Services to any individual or legal entity other than the Authorised Users;

disrupt, interfere with or restrict the use of the services provided by Multi-Me through the Website;

3.1.2                 create or develop using the Services or upload to, display on or transmit through the Website any materials, including without limitation User Content, which are or could be considered to be false, offensive, defamatory, threatening, obscene, unlawful, which violate export control laws or which infringe the rights, including but not limited to Intellectual Property Rights, of any other person anywhere in the world;

probe, scan or test the vulnerability of the Website and/or the Services or circumvent or hack any user authentication or security controls in respect of the Website and/or the Services, or attempt to do so;

3.1.3                 reverse compile, dissemble, reverse engineer, decompile, copy, duplicate, modify or adapt any software or other code or scripts forming part of the Website and/or the Services (except to the extent permitted by law) or transmit or attempt to transmit to or via the Website and/or the Services any information that contains a Virus;

attempt to obtain, or assist others in obtaining, access to the Full Services except as permitted by these Terms; or

3.1.4                 change, modify, delete, interfere with or misuse any files or other data contained on the Website or provided as part of the Services.

3.2            The Customer shall:

3.2.1                 be entitled to provide access to the Limited Services to any individual or legal entity; and

procure that any individual or legal entity to whom it provides Limited Services access shall comply with the obligations set out in clause 3.1.

3.3            Multi-Me shall have the right (but not an obligation) to moderate any User Content prior to and/or after publication on the Website of such User Content and may remove, amend or refuse to publish any User Content in its absolute discretion.

4                Audits

4.1            The Customer shall permit Multi-Me to audit the use of the Services by the Customer, the Authorised Users and users of the Limited Services to ensure compliance with these Terms.  This right shall be exercised by Multi-Me by giving the Customer reasonable prior notice.

If Multi-Me becomes aware that the Customer has breached any of its obligations under these Terms, Multi-Me shall have the right to immediately:

4.1.1                 suspend access to the Services by the Customer, any or all of the Authorised Users and/or any or all of the users of the Limited Services until such breach has been remedied to Multi-Me’s satisfaction; and/or

remove or procure the removal from the Website of any materials, including without limitation User Content, which Multi-Me in its absolute discretion deems to be or deems could be interpreted to be false, offensive, defamatory, threatening, obscene, unlawful, or it deems violate export control laws or infringe the rights, including but not limited to Intellectual Property Rights, of any other person anywhere in the world.

5                Additional user subscriptions

5.1            Subject to clause 5.2 and clause 5.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in Table A of the Invoice and Multi-Me shall grant access to the Full Services and the Documentation to such additional Authorised Users on these Terms.

If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify Multi-Me in writing.  Multi-Me shall evaluate such request for additional User Subscriptions and respond to the Customer with either approval or disapproval of the request in Multi-Me’s absolute discretion.

5.2            If Multi-Me approves the Customer’s request to purchase additional User Subscriptions, the Customer shall, within 30 days of the date of Multi-Me’s invoice, pay to Multi-Me the relevant fees for such additional User Subscriptions as set out in Table B of the Invoice and, if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).

6                Leavers

6.1            Each Leaver shall:

6.1.1                 cease to have access to the Full Services; and

(subject to clause 15.3) be provided with access to the Limited Services and his/her User Content for a period of one year from the date that he/she becomes a Leaver under clause 2.2.3(ii) after which his/her User Content may be deleted by Multi-Me from the Website unless the Leaver becomes a Returning User within such one year period.

7                Services

7.1            Multi-Me shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to these Terms.

Multi-Me shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for during:

7.1.1                 planned maintenance carried out during the maintenance window of 10.00 pm to 5.00 am UK time; and

unscheduled maintenance performed outside Normal Business Hours, provided that (except in cases of emergency) Multi-Me has used reasonable endeavours to give the Customer at least six Normal Business Hours’ notice in advance.

7.2            Multi-Me undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

The undertaking at clause 7.3 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Multi-Me’s instructions, or modification or alteration of the Services by any party other than Multi-Me or Multi-Me’s duly authorised contractors or agents, or breach by the Customer of these Terms.  If the Services do not conform with the foregoing undertaking, Multi-Me will, at its reasonable expense, use 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 7.3.  Notwithstanding the foregoing, Multi-Me:

7.2.1                 does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; and

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 and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.3            These Terms shall not prevent Multi-Me 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 the Contract.

Multi-Me will, as part of the Services and at no additional cost to the Customer, provide the Customer with Multi-Me’s standard customer support services during Normal Business Hours in accordance with Multi-Me’s Support Services Policy in effect at the time that the Services are provided.  Multi-Me may amend the Support Services Policy in its sole and absolute discretion from time to time.

7.4            The Customer shall:

7.4.1                 provide Multi-Me with:

(i)              all necessary co-operation in relation to the Contract; and

all necessary access to such information as may be required by Multi-Me

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

7.4.2                 comply with all applicable laws and regulations with respect to its activities under the Contract;

carry out all other Customer responsibilities set out in these Terms in a timely and efficient manner.  In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, Multi-Me may adjust any agreed timetable or delivery schedule as it may consider necessary;

7.4.3                 ensure that the Authorised Users and/or any other person or legal entity whom the Customer has authorised to use the Services and the Documentation in accordance with these Terms and shall be responsible for any such person or entity’s breach of these Terms;

ensure that its network and systems comply with the relevant specifications provided by Multi-Me from time to time; and

7.4.4                 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Multi-Me’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

8                Safeguarding Vulnerable Groups

8.1            Our employees carry proof of their company identity at all times and will be able to produce this on demand at any place of work.

Multi-Me will act in accordance with Safeguarding Vulnerable Children and Adults UK Government policy and guidance as set out in our Safeguarding Policy on our website.

9                Customer Data and User Content

9.1            The Customer or the relevant Authorised User shall own all rights, title and interest in and to all of the Customer Data and User Content and the Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data and User Content.

Multi-Me shall follow its archiving procedures for Customer Data and User Content as set out in its data back-up policy in force from time to time.  In the event of any loss or damage to Customer Data or User Content, the Customer’s sole and exclusive remedy shall be for Multi-Me to use reasonable commercial endeavours to restore the lost or damaged Customer Data or User Content from the latest back-up of such Customer Data or User Content maintained by Multi-Me in accordance with the archiving procedure described in its back-up policy.  Multi-Me shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data or User Content caused by any third party (except those third parties sub-contracted by Multi-Me to perform services related to Customer Data or User Content maintenance and back-up).

9.2            Multi-Me shall, in providing the Services, comply with its privacy and security policy relating to the privacy and security of the Customer Data available on request or at the Website, as such document may be amended from time to time by Multi-Me in its sole discretion.

If Multi-Me processes any personal data on the Customer’s behalf when performing its obligations under these Terms, the parties record their intention that the Customer shall be the data controller and Multi-Me shall be a data processor and in any such case:

9.2.1                 the Customer acknowledges and agrees that 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 Multi-Me’s other obligations under these Terms;

the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to Multi-Me so that Multi-Me may lawfully use, process and transfer the personal data in accordance with these Terms on the Customer’s behalf;

9.2.2                 the Customer shall ensure that all relevant third parties, including without limitation Authorised Users and users of the Limited Services, have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

Multi-Me shall process the personal data only in accordance with these Terms and any lawful instructions reasonably given by the Customer from time to time; and

9.2.3                 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

10             Third party providers

10.1         Multi-Me makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of any third-party website which may be accessed through or as a result of the Services.

11             Charges and payment

11.1         The Customer shall pay the Subscription Fees to Multi-Me without set-off, deduction, withholding or counterclaim for any reason whatever and in accordance with this clause 11 and the Invoice.

The Customer shall on the Effective Date provide to Multi-Me valid, up-to-date and complete credit card details or approved purchase order information acceptable to Multi-Me and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:

11.1.1               its credit card details to Multi-Me, the Customer hereby authorises Multi-Me to bill such credit card, subject to clause 15.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;

its approved purchase order information to Multi-Me, Multi-Me shall invoice the Customer, subject to clause 15.1, at least 14 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period and the Customer shall pay each invoice within 14  days after the date of such invoice.

11.2         If Multi-Me has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of Multi-Me:

11.2.1               Multi-Me may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and Multi-Me shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

interest shall accrue on such due amounts at an annual rate equal to 4% over the then current base lending rate of Barclays Bank PLC at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.

11.3         All amounts and fees stated or referred to in these Terms and/or the Invoice:

11.3.1               shall be payable in pounds sterling;

are, subject to clauses 12.3 and 14.2, non-cancellable and non-refundable; and

11.3.2               are exclusive of value added tax, which shall be added to Multi-Me’s invoice(s) at the appropriate rate.

11.4         Multi-Me shall be entitled to increase the Subscription Fees and the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 5.3 at the start of each Renewal Period upon 30 days’ prior notice to the Customer and Tables A and B of the Invoice shall be deemed to have been amended accordingly.

12             Intellectual Property Rights

12.1         The Customer acknowledges and agrees that Multi-Me and/or its licensors own all Intellectual Property Rights in the Services, the Website (excluding User Content) and the Documentation.  Except as expressly stated herein, these Terms do not grant the Customer any Intellectual Property Rights or any other rights or licences in respect of the Services, the Website or the Documentation.

Multi-Me confirms that it has all the rights in relation to the Services, the Website and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms.

12.2         In the event of any claim that the use by the Customer of the Services in accordance with these Terms infringes the copyright of a third party, Multi-Me shall have the right in its absolute discretion to terminate the Contract upon repayment to the Customer on a pro rata basis of the Subscription Fee and any additional User Subscriptions paid by the Customer to Multi-Me in respect of the year in which such termination occurs.

In the event of any claim attributable to the use of the Services other than in accordance with these Terms, or the use of the Services after Multi-Me notifies the Customer under clause 12.3 to discontinue use due to a claim, the Customer shall indemnify Multi-Me against all liabilities, costs, losses, taxes and expenses which Multi-Me may incur as a result of such claim.

12.3         If Multi-Me becomes aware that any User Content infringes the copyright or any other Intellectual Property Right belonging to any third party, or of any allegation to such effect, Multi-Me shall have the right to immediately suspend access to such User Content until it is satisfied that the Customer has made, or procured, such alterations, modifications or adjustments to the User Content so that it becomes non-infringing.

13             Confidentiality

13.1         Neither party shall at any time after the Effective Date:

13.1.1               divulge or communicate to any person, company, business entity or other organisation;

use for its own purposes or for any purposes other than those of the other party; or

13.1.2               through any failure to exercise due care and diligence, cause any unauthorised disclosure of:

any trade secrets or Confidential Information relating to the other party provided that these restrictions shall cease to apply to any such information which shall become available to the public generally otherwise than through a breach of a duty of confidentiality owed to the other party and further provided that neither party shall be restricted from disclosing the Confidential Information or any part of it pursuant to a judicial or other lawful government order, but only to the extent required by such order and subject to the party obliged to comply with such order giving the other party as much notice of the terms of the order as may be reasonably practicable.

13.2         This clause 13 shall survive termination of the Contract, however arising.

14             Limitation of liability

14.1         Nothing in these Terms shall exclude or restrict the liability of either party to the other for death or personal injury resulting from the negligent act of one party or for liability for any fraudulent misrepresentation by a party to the Contract.

SUBJECT TO THE PROVISIONS OF CLAUSES 7.4, 14.1 AND 14.3 THE LIABILITY OF MULTI-ME TO THE CUSTOMER FOR DIRECT LOSS IN CONTRACT, TORT OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT OR THE PROVISION OR USE OF THE SERVICES, WEBSITE AND/OR DOCUMENTATION SHALL BE LIMITED FOR ANY ONE INCIDENT OR SERIES OF CONNECTED INCIDENTS TO THE SUMS PAID OR PAYABLE UNDER THE CONTRACT TO MULTI-ME BY THE CUSTOMER IN THE PRECEDING 12 MONTHS. 

14.2         SUBJECT TO THE PROVISIONS OF CLAUSE 14.1 IN NO CIRCUMSTANCES SHALL MULTI-ME BE LIABLE TO THE CUSTOMER WHETHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE IN RESPECT OF LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, LOSS OF OR COST OF RESTORATION OF DATA OR FOR USE OF ANY RESULTS OBTAINED BY USE OF THE SERVICES OR FOR ANY LOSS OR DAMAGE SUFFERED BY YOU AS A RESULT OF A CLAIM BROUGHT BY A THIRD PARTY OR ANY INDIRECT, CONSEQUENTIAL, FINANCIAL OR ECONOMIC LOSS OR DAMAGE COSTS OR EXPENSES WHATEVER OR HOWEVER ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT OR ANY USE OF THE SERVICES, WEBSITE AND/OR THE DOCUMENTATION.

15             Term and termination

15.1         The Contract shall, unless otherwise terminated as provided in this clause 15, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, the Contract shall be automatically renewed for successive periods of 12 months (each a “Renewal Period”), unless:

15.1.1               either party notifies the other party of termination, in writing, at least 90  days before the end of the Initial Subscription Term or any Renewal Period, in which case the Contract shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

otherwise terminated in accordance with these Terms;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”.

15.2         Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract immediately without liability to the other if:

15.2.1               the other party commits a material breach of any of these Terms and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing of the breach; or

immediately on written notice to the other party if the other party is unable to pay its debts when they fall due, is insolvent or enters into any arrangement with its creditors for the repayment of its debts, or if a petition for a bankruptcy order is presented or a bankruptcy order is made against it, or an administrator, receiver, liquidator, manager or similar officer is appointed over all or any substantial part of its assets, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (other than for the purposes of solvent amalgamation or reconstruction), or if it ceases or threatens to cease business or is subject to any analogous event or proceeding in any applicable jurisdiction.

15.3         On termination of the Contract for any reason:

15.3.1               all licences granted under the Contract shall immediately terminate and the Services shall no longer be available to the Customer;

each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;

15.3.2               Multi-Me may destroy or otherwise dispose of any of the Customer Data in its possession unless Multi-Me receives, no later than ten days after the effective date of the termination of the Contract, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data.  Multi-Me shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination).  If the Customer has not paid such outstanding fees or charges Multi-Me shall be entitled to delete the Customer Data without liability to the Customer.  The Customer shall pay all expenses incurred by Multi-Me in returning or disposing of Customer Data;

Multi-Me may delete any User Content from the Website;

15.3.3               all amounts then owed by the Customer to Multi-Me shall immediately become due and payable if not already so; and

the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

16             General

16.1         The failure or delay of Multi-Me to exercise or enforce any right under the Contract shall not operate as a waiver of that right or preclude the exercise or enforcement of it at any time or times thereafter.

Neither party shall be liable for any delay in or for failure to perform its obligations under these Terms, other than an obligation to make any payment due to the other party, if that delay or failure is caused by circumstances beyond the control of that party including, without limitation, fires, strikes, insurrection, riots, embargoes, the failure of any telecommunications or internet services provider or the regulations of any civil or military authority.

16.2         The Invoice and the Terms constitute the entire understanding between the parties with respect to the subject matter of the Contract and supersede and replace all prior agreements, negotiations and discussions between the parties relating to it.  The Customer confirms and acknowledges that it has not been induced to enter into the Contract by any representation, warranty, or undertaking not expressly incorporated into it.  However, nothing in the Invoice or these Terms purports to exclude liability for any fraudulent statement or act.

No variation of these Terms shall be valid unless it is in writing and signed by an authorised representative of each of the parties.

16.3         The Customer shall not be entitled to assign or sub-contract the Contract nor any of its rights or obligations hereunder nor to grant sub-licences to any party other than an Authorised User in relation to use of the Services, Website and/or Documentation.  Multi-Me may at any time assign or novate any or all of its rights and obligations under the Contract.

The Contracts (Rights of Third Parties) Act 1999 shall not apply to the Contract, and nothing in the Invoice or these Terms shall confer or purport to confer on any third party any benefit or any right to enforce any term of the Contract or operate to give any third party the right to enforce any term of the Contract.

16.4         If any provision of these Terms shall be held to be unlawful, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such provision or part shall to that extent be severed from these Terms and rendered ineffective as far as possible without modifying or affecting the legality, validity or enforceability of the remaining provisions of these Terms which will remain in full force and effect.

Any notice to be given under these Terms shall be in writing and shall be delivered by hand, sent by first class post, sent by facsimile (such notice to be confirmed by letter posted within 12 hours) or sent by email to the address of the other party set out in the Invoice (or such other address as may have been notified).  Any such notice or other document shall be deemed to have been served: if delivered by hand - at the time of delivery; if sent by post - upon the expiration of 48 hours after posting;  if sent by facsimile immediately upon sending the facsimile if sent prior to 5pm on any given Business Day or at 9.00 am on the next Business Day after the facsimile was dispatched if sent after 5pm or on a non-Business Day; and immediately if sent by email.

16.5         These Terms and the Contract shall be governed by and construed in accordance with English law and each party hereby irrevocably submits to the exclusive jurisdiction of the English Courts.