Each Party shall, and shall procure that any person associated with it performing services in connection with this Agreement shall comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption in England, including but not limited to the Bribery Act 2010. Breach of this paragraph shall be deemed a material breach, which is irredeemable, under paragraph 12.
b. Force Majeure
Neither party shall be liable to the other as a result of any delay or failure to perform their respective obligations under this Agreement as a result of a Force Majeure Event. If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 90 days, the Customer shall, without limiting its other rights or remedies, have the right to terminate this Agreement immediately by giving written notice to the Supplier.
c. Inadequacy of Damages
Without prejudice to any other rights or remedies that a party may have, the Parties acknowledge and agree that damages alone may not be an adequate remedy for any breach of the terms of this Agreement by a party. Accordingly, the parties shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this Agreement.
d. Relationship of the Parties
It is the express intention of the parties that Supplier is an independent contractor and not an employee, agent, joint venturer or partner of Customer. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Customer and Supplier or any employee or agent of Supplier. Supplier shall retain the right to perform services for others during the term of this Agreement.
Nothing in the Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
Either party may subcontract its obligations under this Agreement.
Customer shall not, without Supplier’s prior written consent, during the Term, engage, employ or otherwise solicit for employment any employee, agent or contractor of Supplier who has been involved in the performance of this Agreement.
g. Modification and Amendments
Other than as set out in this Paragraph 13g, no variation of this Agreement shall be effective unless made in writing and signed by or on behalf of each of the parties or by their duly authorized representatives.
Supplier, it its sole discretion, may modify this Agreement to, for example, reflect changes to the law, Platform, or Services provided to Customer by Supplier or related third-party. Customer should look at this Agreement regularly. Supplier will post notice of modifications of this Agreement, to the Supplier’s website, and/or in a similar form of electronic communication to the Customer. If the Supplier considers that the modifications entail a material change to the terms of the Agreement, it shall notify the Customer. No such material change of this Agreement shall be effective unless made in writing and signed by or on behalf of each of the parties or by their duly authorized.
If Customer does not agree to the modified Agreement, Customer shall contact Supplier within 30 days of the change. Continued use of the Platform constitutes Customer’s acceptance of the modified Agreement.
The failure to exercise, or delay in exercising, a right, power or remedy provided by this Agreement or by law shall not constitute a waiver of that right, power or remedy. If a party waives a breach of any provision of this Agreement, this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.
If any provision, or part of a provision, of this Agreement is found by any court or authority of competent jurisdiction to be illegal, invalid or unenforceable, that provision or part-provision shall be deemed not to form part of this Agreement, and the legality, validity or enforceability of the remainder of the provisions of this Agreement shall not be affected, unless otherwise required by operation of applicable law.
j. Compliance with Laws
Both Parties shall comply with all applicable laws, statutes and regulations from time to time in force in connection with their performance of their obligations and access/use of the Services under this Agreement.
k. Third party rights
Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Agreements (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
Neither party may at any time assign, transfer or otherwise deal in any manner with its rights and obligations under this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed); except that Supplier may assign, delegate, or otherwise transfer this Agreement without such consent from Customer in connection with any merger, consolidation, reorganization, or any sale of all or substantially all of Supplier’s assets or any other transaction in which more than fifty percent (50%) of Supplier’s voting shares are transferred. Any attempt to assign, delegate, or otherwise transfer this Agreement other than in accordance with this provision will be null and void.
Without limiting the Supplier’s rights under paragraph 5b above, either party may subcontract its obligations under this Agreement but not without the prior consent of the other party.
Any notice required to be given to a party under or in connection with this Agreement shall be in English and in writing (which includes email) and shall be delivered to the other party by hand or sent by recorded delivery to the address set out in the Order Form, for the attention of the person who signed such Order Form. Any notice shall be deemed to have been duly received if delivered by hand, when left at the address referred to above or, if sent by recorded delivery, on the second Business Day after posting or if this time falls outside business hours in the place of receipt, when business hours resume. In this paragraph, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
n. Governing Law & Jurisdiction
This Agreement, and any dispute or claim arising out of or in connection with this Agreement (including any non-contractual disputes or claims), shall be governed by laws of England and Wales. 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 (including any non-contractual disputes or claims).
o. Entire Agreement / Survival
This Agreement, together with the content of any web pages (as identified by any URLs contained herein), any exhibits, any future non-material modifications, and the Order Form(s) constitutes the entire agreement between the Parties with respect to the subject matter hereof and replaces any prior understandings, written or oral. Further, under no circumstances will the provisions of any document issued by Customer (including, but not limited to, any request for quotes or proposals, Customer purchase orders, non-disclosure agreements, or Customer exhibits to this Agreement and/or vendor forms or registrations with terms that conflict with this Agreement) be deemed to modify, alter, or expand the rights, duties, or obligations of the Parties under this Agreement, regardless of any failure of Supplier to object to such terms, provisions, or conditions. If there is any conflict between the terms of this Agreement and the Order Form, the Order Form will prevail. In addition to any rights that accrued prior to termination, the provisions of paragraphs: Paragraph 9 (“Warranties and Liabilities”), Paragraph 10 (“Intellectual Property Rights”), Paragraph 11 (“Confidentiality and Publicity”), Paragraph 13d (“Relationship of the Parties”), and Paragraph 13n (“Governing Law & Jurisdiction”) and this Paragraph 13o (“Entire Agreement/Survival”) shall survive any termination of this Agreement.