These current consolidated Phronesis Master Terms were published on 3rd August 2020 and last updated on
01st September 2022.
1.1 In this Agreement:
means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity;
means this agreement (including but not limited to these Master Terms, each Order Form and the Supplier Policies) and any documents referred to herein;
means the Supplier’s anti-bribery and modern slavery policy in force from time to time, the current version of which (as at the Commencement Date) is set out here: https://phronesis.software/f6y
means an Application Programming Interface which can be used by the Customer to connect to the Supplier for the purposes of using the Services;
means as applicable and binding on the Customer, the Supplier and/or the Services:
(a) any law, statute, regulation, byelaw or subordinate legislation in force from time to time to which a party is subject and/or in any jurisdiction that the Services are provided to or in respect of;
(b) the common law and laws of equity as applicable to the parties from time to
(c) any binding court order, judgment or decree; or any applicable direction, policy, rule or order that is binding on a party and that is made or given by any regulatory body having jurisdiction over a party or any of that party’s assets, resources or business;
means a day other than a Saturday, Sunday or bank or public holiday in England; Change Control
means the Supplier’s change control process which specifies the process by which any Change is agreed by the parties, the template for which is set out at is set out here: https://phronesis.software/ymp;
means the Supplier’s code of conduct in force from time to time, detailing the Customer’s obligations with respect to the Services, the current version of which (as at the Commencement Date) is set out here: https://phronesis.software/tjs;
means the date of this Agreement;
has the meaning given to it in clause 12;
has the meaning given in the Corporation Tax Act 2010, s 1124 and Controls and Controlled shall be interpreted accordingly;
means the Supplier’s data protection policy in force from time to time, the current
version of which (as at the Commencement Date) is set out here: Processor to Processor https://phronesis.software/3pp or Controller to Processor https://phronesis.software/rqf;
means the Supplier’s dispute resolution procedure in force from time to time, the current version of which (as at the Commencement Date) is set out here: https://phronesis.software/tzm;
means any client and/or customer of the Customer and/or any person to whom the Customer supplies services;
has the meaning given in clause 22;
means copyright, patents, rights in inventions, rights in confidential information, Know-how, trade secrets, trade marks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, semi-conductor chip topography
rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;
means, in respect of this Agreement, the period of 12 months beginning on the Commencement Date;
means inventions, discoveries, improvements, processes, formulae, techniques, specifications, technical information, methods, tests, reports, component lists, manuals, instructions, drawings and information relating to customers and suppliers (whether written or in any other form and whether confidential or not);
means the Supplier’s anti-slavery and human trafficking policy in force and notified to the Customer from time to time;
has the meaning given in clause 3;
means the order form which is used by the Customer to request Services from the Supplier, and which sets out the detailed activities, timetable, dependencies and sequence of events which the Supplier shall perform, or procure the performance of, when delivering the Services agreed between the parties pursuant to clause 3, the template for which is set out here: https://phronesis.software/6uw;
(a) scheduled maintenance which the Supplier shall use reasonable endeavours to undertake from 2am to 6am (UK time);
(b) emergency maintenance; or
(c) downtime caused in whole or part by Force Majeure.
means any platform or software provided by the Supplier to the Customer to enable the Customer to access and/or use the Services;
means any and all amounts payable by the Customer to the Supplier under this Agreement (including but not limited to amounts payable by the Customer in respect of the Services);
means for the purpose of the Customer’s internal risk management, fraud prevention and information verification, as set out in more detail in the relevant Order Form;
means any services provided to End Users by the Customer (and Relevant Service
shall be construed accordingly);
means, as the context permits, (i) the services listed on the Platform and/or set out in the relevant Order Form, and/or (ii) the services supplied to the Customer by the Supplier pursuant to an Order, in each case under and in accordance with the provisions of this Agreement;
means 99% availability during each calendar month, excluding Permitted Downtime;
means each of the Acceptable Use Policy, the Anti-Bribery and Modern Slavery Policy, the Change Control Procedure, the Data Protection Policy, the Order Form, the Dispute Resolution Procedure and the Code of Conduct;
has the meaning set out in clause 2.1;
means value added tax, as defined by the Value Added Tax Act 1994;
any code which is designed to disrupt, disable, harm or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the Services, or would disable the Services or impair in any way their operation based on the elapsing of a period of time, exceeding an authorised number of copies, advancement to a particular date or other numeral, or that would permit the Customer or any other person to access the Services to cause such disablement or impairment, or which contains any other similar harmful, malicious or hidden procedures, routines or mechanisms which would cause such programs to cease functioning or to damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with operations (whether or not specifically directed at the Supplier) (including, without limitation, computer programs commonly referred to as worms or Trojan horses);
means a Customer who is acting as a white label reseller of the Platform and/or the Services and is identified as such in the relevant Order; and White Label Reseller Addendum Means the Supplier’s white label reseller addendum in force from time to time, the current version of which (as at the Commencement Date) is set out here: https://phronesis.software/z4b.
1.2 In this Agreement:
1.2.1 a reference to this Agreement includes its schedules, appendices and annexes (if any) and the Supplier Policies;
1.2.2 a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
1.2.3 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
1.2.4 a reference to a gender includes each other gender;
1.2.5 words in the singular include the plural and vice versa;
1.2.6 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.2.7 the table of contents, background section and any clause, schedule or other headings in this Agreement are included for convenience only and shall have no effect on the interpretation of this Agreement;
1.2.8 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time;
1.2.9 references to any Applicable Laws (including to the Data Protection Laws and each of them) and to terms defined in such Applicable Laws shall be replaced with or incorporate (as the case may be) references to any Applicable Laws replacing, amending, extending, re-enacting or consolidating such Applicable Law (including the GDPR and any new Data Protection Laws from time to time) and the equivalent terms defined in such Applicable Laws, once in force and applicable; and
1.2.10 a reference to a law includes all subordinate legislation made under that law.
2.1 This Agreement commences on the Commencement Date and, unless terminated earlier in accordance with the provisions of this Agreement, shall continue in force until terminated by either party pursuant to clause 20 and clause 22.
3 Use of the Services
3.1 Subject to clause 3.2 below, the Customer may from time to time provide the Supplier with an Order Form for the Services (an Order). The Customer shall not be entitled to amend or withdraw an Order once it has been submitted to the Supplier.
3.2 An Order shall not constitute a binding obligation on the Supplier to supply the Services until such time as the Supplier has acknowledged and accepted the Order in writing. The Supplier may accept or reject each Order in its absolute discretion.
3.3 Each Order shall form part of and be interpreted in accordance with the provisions of this Agreement.
3.4 No Orders shall be placed following the date on which notice to terminate this Agreement is validly served pursuant to clauses 20 and 22, or following the date on which the Agreement expires pursuant to clause 1.
3.5 Following execution by both parties of an Order Form, and in consideration of payment of the Prices and the Customer’s continuing compliance with the provisions of this Agreement, the Supplier shall provide the relevant Services to the Customer via the API and/or the Platform during the Service Hours
4.1 The Services are provided subject to the geographic extent of the Supplier partner’s network coverage and local geography, topography and/or atmospheric conditions and/or other physical or electromagnetic interference and/or the number of calls trying to access the Services that may, from time to time, adversely affect the provision of the Services in terms of availability. The Services may be unavailable at certain times, including during any network downtime (whether scheduled or not; partial or full) or unavailability or as a result of system failures or Force Majeure.
4.2 The Supplier may be reliant on third parties and/or network functionality in order to provide the Services. Should such third party/parties cease to provide the required input, or such network functionality cease to exist, for any reason, the Supplier shall upon giving notice to the Customer as soon as reasonably practicable, be entitled to terminate provision of the affected Services
4.3 Each Order shall be deemed to have been completed in full and in accordance with the terms of this Agreement and the terms of the corresponding Order upon delivery of a completion note to the Customer by the Supplier.
4.4 Time of performance shall not be of the essence. The Supplier shall use its reasonable endeavours to perform the Services in accordance with any commencement or end dates specified for performance in the corresponding Order. Services which do not have specified commencement or end dates shall be performed by the Supplier within a reasonable period of time.
5.1 The Supplier will accept instructions from persons who appear to the Suppler to have ostensible authority to instruct the Supplier on the Customer’s behalf, and the Supplier shall be under no obligation to verify the identity of such persons or to carry out any further investigations or make further enquiries.
6.1 The Prices payable by the Customer in respect of each Order are found on the Platform and/or in the relevant Order. Prices are exclusive of VAT (or equivalent sales tax).
6.2 The Supplier may increase the Prices at any time by giving the Customer not less than 15 Business Days’ notice in writing.
6.3 The Supplier may issue its invoice in respect of an Order at any time after the Order is placed.
6.4 The Customer shall pay all invoices:
6.4.1 in full in cleared funds within 15 Business Days of the date of each invoice; and
6.4.2 to the bank account nominated by the Supplier in the Order
7.1 The Customer agrees to and shall (and shall ensure, where relevant, that all End Users and all Customer Affiliates shall) at all times and in all respects comply with the provisions of the Code of Conduct.
8.1 Where the Customer has indicated it is a White Label Reseller in an Order Form, the Customer agrees to and shall (and shall ensure, where relevant, that all End Users and all Customer Affiliates shall) at all times and in all respects comply with the provisions of the White Label Reseller Addendum.
9.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Supplier:
9.1.1 gives no warranty or representation that the Services or the Platform will be wholly free from defects, errors and bugs; and
9.1.2 subject to clause 3.5, gives no warranty or representation that the Services or the Platform will meet the Customer’s requirements, will be uninterrupted or error-free, timely, available on a specified date or time or will have the capacity to meet the Customer’s demand during specific hours.
9.2 The Customer acknowledges that:
9.2.1 the Supplier does not and will not provide any legal, financial, accountancy or taxation advice of any kind under this Agreement and/or in relation to the Services and/or through the Services; and
9.2.2 the Supplier cannot guarantee and makes no representation or warranty as to the accuracy, veracity, or completeness of any information provided to the Customer through the Services.
9.3 The Supplier warrants that the Services will be performed with reasonable care and skill.
9.4 The Supplier shall not be liable for any failure of the Services to comply with the provisions of clause
9.3 where the same arises directly or indirectly and whether in whole or in part as a result of:
9.4.1 a breach by the Customer of any of its obligations under this Agreement;
9.4.2 an event of Force Majeure; or
9.4.3 any design, specification or requirement of the Customer.
9.5 Except as set out in this clause 9:
9.5.1 the Supplier gives no warranty and makes no representations in relation to the Services;
9.5.2 shall have no liability for any non-compliance with the warranty in clause 9.3; and
9.5.3 the conditions implied by the Supply of Goods and Services Act 1982 ss 12–16 are expressly excluded.
10.1 If, in relation to an Order, the Customer is in breach of any of its obligations under this Agreement or if the Supplier is prevented or delayed in performing the Services for any reason attributable to the Customer, its Affiliates, employees, agents, representative or subcontractors, then the Supplier (without prejudice to its other rights):
10.1.1 may suspend performance of the Services under all Orders until such time as the Customer fully remedies its breach or default;
10.1.2 shall not be liable for any losses, damages, costs and expenses incurred by the Customer as a result of such suspension; and
10.1.3 shall recover from the Customer all losses, damages, costs and expenses incurred by the Supplier arising from the Customer’s breach of default.
11.1 Both the Customer and the Supplier agree to and shall at all times and in all respects comply with the provisions of the Data Protection Policy.
12.1 Each party undertakes that it shall keep any information that is confidential in nature concerning the other party and its Affiliates including, any details of its business, affairs, customers, clients, suppliers, plans or strategy (Confidential Information) confidential and that it shall not use or disclose the other party’s Confidential Information to any person, except as permitted by clause 12.2.
12.2 A party may:
12.2.1 disclose any Confidential Information to any of its employees, officers, representatives, advisers, partners and/or suppliers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this Agreement, provided that such party ensures that each Representative to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with clause
12 as if it were a party;
12.2.2 disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction to be disclosed; and
12.2.3 use Confidential Information only to perform any obligations under this Agreement.
12.3 Each party recognises that any breach or threatened breach of clause 12 may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the parties agree that the non-defaulting party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
12.4 Clause 12 shall bind the parties during the Term and for a period of five years following termination of this Agreement.
13.1 In consideration of the Prices payable under this Agreement and the parties’ mutual obligations under this Agreement, the Supplier grants to the Customer a non-exclusive, revocable, personal licence to use the Services (and, where relevant, the Platform) as set out in any relevant Order solely for the Purpose.
13.2 Except as expressly agreed above, no Intellectual Property Rights of either party are transferred or licensed as a result of this Agreement.
13.3 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
13.4 The Customer shall not modify, adapt, develop, reverse engineer, decompile, disassemble or carry out any act otherwise restricted by copyright or other Intellectual Property Rights in the Services and/or the Platform except and only to the extent that it is expressly permitted by Applicable Law.
14.1 Where the Customer or the Supplier wishes to change this Agreement (or any of the provisions therein, including the Services or the Orders), they each agree to and shall at all times and in all respects comply with the provisions of the Change Control Procedure.
15.1 The Customer agrees to and shall at all times and in all respects comply with the provisions of the Anti-Bribery and Modern Slavery Policy.
16.1 The Customer agrees to and shall at all times and in all respects comply with the provisions of the Dispute Resolution Procedure.
17.1 For the avoidance of doubt, each of the Supplier Policies shall be incorporated into, form part of and be interpreted in accordance with the provisions of this Agreement.
17.2 Defined terms used in the Supplier Policies shall have the same meaning as in the main body of this Agreement.
17.3 The Supplier reserves the right, at its absolute discretion, to make any such changes to the Supplier Policies as it deems necessary, provided that it gives the Customer notice of any such changes within a reasonable time. The Supplier will use its reasonable endeavours to give the Customer advance notice of any such changes to the Supplier Policies.
18.1 The extent of the parties’ liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 18.
18.2 Subject to clauses 18.6 and 18.7, the total liability of the Supplier, howsoever arising under or in connection with this Agreement, shall not exceed the sum of £2,750,000 (two million, seven hundred and fifty thousand pounds).
18.3 Subject to clause 18.7, the Supplier shall not be liable for consequential, indirect or special losses.
18.4 Subject to clause 18.7, the Supplier shall not be liable for any losses (regardless of whether such liability arises in tort, contract, or in any other way) arising out of or in connection with:
18.4.1 the Customer’s delay or failure to perform its obligations under this Agreement;
18.4.2 any inaccuracies, omissions or errors in the results or outputs of the Services; or
18.4.3 any decision made by the Customer (and/or End User) based on the results or outputs of the Services.
18.5 Subject to clause 18.7, the Supplier shall not be liable for any of the following (whether direct or indirect): (i) loss of profit; (ii) loss of data; (iii) loss of use; (iv) loss of production; (v) loss of contract; (vi) loss of opportunity; (vii) loss of savings, discount or rebate (whether actual or anticipated); (viii) harm to reputation or loss of goodwill.
18.6 The limitations of liability set out in clause 18.5 shall not apply in respect of liability under any indemnities given by the Customer under this Agreement.
18.7 Notwithstanding any other provision of this Agreement, the liability of the parties shall not be limited in any way in respect of the following:
18.7.1 death or personal injury caused by negligence;
18.7.2 fraud or fraudulent misrepresentation; or
18.7.3 any other losses which cannot be excluded or limited by applicable law.
19.1 Subject to clauses 18 and 19.2, the Supplier shall indemnify the Customer for any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by it as a result of any action, demand or claim that the provision of the Services infringes the Intellectual Property Rights of any third party (an IPR Claim), provided that this indemnity shall not apply if the third party claim in question arises as a result of the default of the Customer or use by the Customer of the Services in a manner not contemplated by and/or permitted by the provisions of this Agreement.
19.2 The Customer shall indemnify the Supplier for any losses, damages liability, costs and expenses (including reasonable professional fees) incurred by it as a result of work undertaken by the Supplier in accordance with the Customer’s specifications, or arising as a result of materials and/or information supplied by the Customer to the Supplier in the course of the provision of the Services, which gives rise to any IPR Claim (a Customer IPR Claim).
19.3 In the event that the Customer receives notice of any IPR Claim, it shall:
19.3.1 notify the Supplier in writing as soon as reasonably practicable;
19.3.2 not make any admission of liability or agree any settlement or compromise of the Claim without the prior written consent of the Supplier (such consent not to be unreasonably withheld or delayed);
19.3.3 let the Supplier at its request and own expense have the conduct of or settle all negotiations and litigation arising from the IPR Claim at its sole discretion provided that if the Supplier fails to conduct the Claim in a timely or proper manner the Customer may conduct the Claim at the expense of the Supplier;
19.3.4 take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the IPR Claim; and
19.3.5 provide the Supplier with all reasonable assistance in relation to the IPR Claim (at the Customer’s expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Customer.
19.4 If any IPR Claim is made or is reasonably likely to be made, the Supplier may at its option:
19.4.1 procure for the Customer the right to continue receiving the relevant Services; or
19.4.2 re-perform the infringing part of the Services so as to avoid the infringement or alleged infringement.
19.5 The Customer shall indemnify and keep indemnified the Supplier (without limit) for any losses (whether such loss or damage is direct, indirect, consequential or otherwise), damages, liability, costs and expenses (including professional fees) incurred by the Supplier as a result of any action, demand or claim arising from or incurred by reason of:
19.5.1 any breach of clauses 11 and/or 15 by the Customer (or any breach by the Customer’s permitted sub-contractors and their equivalent contractual obligations);
19.5.2 any third party claim arising from the Customer and/or End User’s use of the Services;
19.5.3 any third party claim arising from breach of Applicable Law by the Customer and/or an End User;
19.5.4 any third party claim arising from the conduct of the Customer’s business and/or an End User’s business;
19.5.5 any third party claims that the Relevant Services infringe any third party Intellectual Property Rights
19.5.6 any Viruses introduced to the Supplier’s systems (or those of its Affiliates) by and/or through the Customer, (save that no such indemnity shall be given where such Viruses are introduced or such breaches are the result of actions or omissions by the Supplier); and
19.5.7 any third party action, demand or claim that the provision of the Services to the Customer is in breach of any Data Protection Laws.
19.6 In respect of any indemnity given by either party under this Agreement, the party which receives the benefit of the indemnity shall take all reasonable steps so as to reduce or mitigate the loss covered by the indemnity.
20.1 This Agreement (and any current Order(s)) may be terminated by the Supplier giving not less than 4 weeks’ notice in writing to the Customer.
20.2 After the expiry of the Initial Term, this Agreement (and any current Order(s)) may be terminated by the Customer not giving less than 4 weeks’ notice in writing to the Supplier.
20.3 Either party may terminate this Agreement at any time by giving notice in writing to the other party if:
20.3.1 the other party commits a material breach of this Agreement and such breach is not remediable;
20.3.2 the other party commits a material breach of this Agreement which is not remedied within
30 days of receiving written notice of such breach;
20.3.3 any consent, licence or authorisation held by the other party is revoked or modified such that the other party is no longer able to comply with its obligations under this Agreement or receive any benefit to which it is entitled.
(d) Any notice or other communication given by a party under this Agreement shall:
(i) be in writing and in English;
(ii) be signed by, or on behalf of, the party giving it (except for notices sent by email and/or submitted through the Platform); and
21.1.1 be either:
(a) sent to the relevant party at the address set out in the relevant Order Form; or
(b) submitted through the Platform.
21.2 Notices may be given, and are deemed received:
21.2.1 by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;
21.2.2 by email and/or through the Platform: on receipt of a read receipt email from the correct address.
21.3 Notices and other communications shall be sent to:
21.3.1 in the case of the Supplier: for the attention of James Trenholme at: 37 Great Pulteney Street, Bath, Avon BA2 4DA email@example.com; and
21.3.2 in the case of the Customer: to any email or physical address or contact details notified on the Order Form.
21.4 This clause does not apply to notices given in legal proceedings or arbitration.
22.1 In this clause ‘Force Majeure’ means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under this Agreement. Inability to pay is not Force Majeure.
22.2 A party shall not be liable if delayed in or prevented from performing its obligations under this Agreement due to Force Majeure, provided that it:
22.2.1 promptly notifies the other of the Force Majeure event and its expected duration; and
22.2.2 uses reasonable endeavours to minimise the effects of that event.
22.3 If, due to Force Majeure, a party:
22.3.1 is unable to perform a material obligation; or
22.3.2 is delayed in or prevented from performing its obligations for a total in any 6 months of operation of this Agreement of more than 45 Business Days, the other party may terminate this Agreement on not less than four weeks’ written notice.
23.1 The Customer may not assign, subcontract or encumber any right or obligation under this Agreement, in whole or in part, without the Supplier’s prior written consent.
23.2 Notwithstanding clause 23.1, the Customer may perform any of its obligations and exercise any of its rights granted under this Agreement through any Affiliate, provided that it gives the Supplier prior written notice including the identity of the relevant Affiliate. The Customer acknowledges and agrees that any act or omission of its Affiliate in relation to that party’s rights or obligations under this Agreement shall be deemed to be an act or omission of the Customer itself.
23.3 The Supplier may perform any of its obligations and exercise any of its rights granted under this Agreement through any Affiliate. The Supplier may assign any or all of its rights under this Agreement provided that it gives the Customer prior written notice of any such assignment including the identity of the proposed assignee.
24 Entire Agreement
24.1 The parties agree that this Agreement and the Orders entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
24.2 Each party acknowledges that it has not entered into this Agreement and the Orders entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement and the Orders entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement.
24.3 Nothing in this Agreement purports to limit or exclude any liability for fraud.
25 Further assurance The Customer shall at the request of the Supplier, and at the cost of the Customer, do all acts and execute all documents which are necessary to give full effect to this Agreement.
26 No partnership or agency The parties are independent businesses and are not partners, principal and agent or employer and employee and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
27 Equitable relief Each party recognises that any breach or threatened breach of this Agreement may cause the other party irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the other party, each party acknowledges and agrees that the other party is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
28.1 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.
28.2 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
29 Set off Except as expressly set out in this Agreement, each party shall pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
30.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
30.2 No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
30.3 A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.
31 Compliance with law Each party shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to them and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform their obligations under or in connection with this Agreement.
32.1 This Agreement may be signed in any number of separate counterparts, each of which when signed and dated shall be an original, and such counterparts taken together shall constitute one and the same agreement.
33.1 In the event of any conflict or inconsistency between different parts of this Agreement, the following descending order of priority applies:
33.1.1 the White Label Reseller Addendum;
33.1.2 the terms and conditions in the main body of this Agreement and the Data Protection Policy;
33.1.3 the other Supplier Policies; and
33.1.4 the Order.
33.2 Subject to the above order of priority between documents, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.
34.1 Except as expressly provided for in clause 34.2, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement.
34.2 The Affiliates of the Supplier shall have the right to enforce the provisions of this Agreement.
35 Governing law This Agreement and any dispute or claim arising out of or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to
settle any dispute or claim arising out of or in connection with this Agreement, its subject matter or
formation (including non-contractual disputes or claims).