Terms & Conditions for Data Sharing and Use (“Agreement”)

Background

This Agreement applies between GSE and the Licensor and/or Subscriber, details of which are set out in the Contract. The purpose of this Agreement is twofold:

(1) to set out the roles and responsibilities of the parties as it relates to the sharing of Data by Licensors to GSE to further the objectives of the Global Anti Scam Alliance's cyber signals exchange project; and (2) the use of Data by Subscribers. The terms of this Agreement apply to Licensors and Subscribers and whether a party is identified as a Licensor, Subscriber, or both, will be set out in the Contract.

(2) Data shared by Licensors will be uploaded by GSE to the GSE Technical Platform and Data accessed and used by Subscribes will be accessed via the GSE Technical Platform.

(3) The Licensor may, in its sole discretion, provide GSE with Data owned by the Licensor on the terms set out in this Agreement. Nothing in this Agreement commits the Licensor to providing a certain volume, or any volume, of Data to GSE. Provision of Data by the Licensor to GSE, and the granting of access permission to such Data for a particular user or users, shall always be in the sole discretion of the Licensor.

(5) Where applicable, the Subscriber agrees to pay the Subscription Fees set out in the Contract in order to extract and use Data from the GSE Technical Platform.

1 Definitions and Interpretation

1.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

Academic User

a Subscriber that confirms to GSE that their use of the Data will be restricted to research and education purposes per the Contract.

API

means an application programming interface, which may (where the Contract specifies) be used as an interface between the Licensor’s computer systems and the GSE Technical Platform.

Charges

the charges payable in connection with GSE’s provision of the Data, and the grant of sub-licenses to use the Data to Commercial Users, calculated in accordance with the Contract.

Commercial User

a Subscriber, other than an Academic User or Public Safety User.

Confidential Information

information relating to either party and that is disclosed by one party to the other in connection with this Agreement, including (but not limited to) Data shared or accessed via the GSE Technical Platform, information that is proprietary or confidential and is either clearly labelled as such or should reasonably be understood as confidential given the nature and the circumstances surrounding its disclosure or identified as confidential in clause 10.

Contract

means the separate cover letter entered into between GSE and the Licensor and/or Subscriber which sets out (amongst other things) the details of the Data to be shared or consumed, scope of any licence, applicable Charges and/or Subscription Fees and the term of the Agreement.

Controller, data subject, processing, processor and supervisory authority

have the meanings given to them in the Data Protection Legislation.

Data

the data (including the Shared Personal Data) provided (or to be provided) by the Licensor to GSE for the GSE Technical Platform, to be used and accessed by Subscribers, as described in the Contract.

Data Protection Legislation

as applicable, (i) the General Data Protection Regulation EU 2016/679 (the “EU GDPR”); (ii) the EU GDPR as saved into UK law through section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR”) (iii) the UK Data Protection Act 2018; (iv) the Privacy and Electronic Communications Regulations 2003, (v) the Privacy and Electronic Communications Directive 2002/58/EC; and (vi) all other applicable laws and regulations relating to the processing of personal data and privacy, including statutory instruments (each as amended, updated and superseded from time to time).

Data Subject Request

an actual or purported request, notice or complaint made by, or on behalf of, a data subject in accordance with the exercise of rights granted pursuant to the Data Protection Legislation in relation to the data subject’s Shared Personal Data;

Delivery Frequency

the frequency with which the Licensor delivers/makes available to GSE updates or additions to the Data, as set out in the Contract.

Delivery Method

the mechanism for provision of the Data by the Licensor to GSE, as set out in the Contract.

Derived Data

means aggregate information derived from the Data through processing by GSE. This could be provided in any form, at GSE’s option, including machine learning models, league tables, aggregated results, widgets, dashboards, data visualisations, statistical data summaries, or other derivative works without limitation. The Derived Data is made available on the GSE Technical Platform.

Effective Date

the date for the commencement of this Agreement as set out in the Contract.

GSE

means the DNS Research Federation t/a Global Signal Exchange, a private limited company by guarantee without share capital use of 'Limited' exemption, registered in England and Wales under company number 13602141 and includes its affiliated entities and delivery partners.

GSE Technical Platform

The data analytics platform set up by GSE, whose use is governed by this Agreement, which collates Data from Licensors and makes Data available to Subscribers.

Intellectual Property Rights

copyright, patents, rights in confidential information, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, database rights, chip topography rights, mask works, utility models, rights in computer software and all similar rights of whatever nature or having equivalent or similar effect, and, in each case:

• whether registered or not;
• including any applications to protect or register such rights;
• including all renewals and extensions of such rights or applications;
• whether vested, contingent or future; and
• wherever existing.

Licence Scope

as set out in the Contract.

Licensor

means the party who is sharing Data to GSE (and may, but is not required to be, a Subscriber), as set out in the Contract.

Personal Data Breach

a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, the Shared Personal Data.

Public Safety User

a Subscriber from an organisation recognised in national or regional legislation as having a duty to protect the public and detect and/or prevent crime, and whose use of the Data will be restricted to the investigation and prevention of crime and/or actual or potential legal claims.

Quarter

a period of three months from January-March, April-June, July-September, or October-December.

Shared Personal Data

all personal data (as defined in the Data Protection Legislation) processed by the parties in connection with this Agreement.

Subscriber

a subscriber to the GSE Technical Platform (which may include the Licensor, per the terms of the Contract).

Subscription

the relevant subscription package applicable to the Subscriber as set out in the Contract.

Subscription Fee

the fees payable by a Subscriber for the Subscription which is set out in the Contract.

Term

the period set out in the Contract.

VAT

means value added tax.

1.2 In this Agreement:

1.2.1 clause, schedule and paragraph headings shall not affect the interpretation of this Agreement;

1.2.2 references to statutes, regulations or other legislation or enactments referenced herein shall be deemed to be references to that enactment as amended, supplemented, re-enacted or replaced from time to time;

1.2.3 the words include, including and similar words or expressions will not limit the meaning of the words that come before them;

1.2.4 reference to writing or written includes e-mail but not any other form of electronic communication;

1.2.5 each of GSE, Licensors and Subscribers shall be each referred to as a party or together, the parties (as applicable);

1.2.6 References to ‘you’ and ‘your’ refer to the Licensor and/or Subscriber (as applicable) and references to ‘we’, ‘us’, and ‘our’ refers to GSE; and

1.2.7 any defined terms used herein but not otherwise defined shall have the meanings given to them in the Contract.

2 Provision of Data

2.1 Throughout the Term, the Licensor may provide the Data to GSE using the Delivery Method, and in accordance with the Delivery Frequency.

2.2 If there are problems with the Data received by GSE as set out in clause 2.1, GSE will notify the Licensor, who will use reasonable endeavours to redeliver the Data as soon as possible.

2.3 The Licensor will comply with all reasonable instructions issued by GSE in connection with the format of delivery of the Data.

2.4 Where the Delivery Method is via the Licensor’s API, the Licensor shall make such API available to GSE throughout the Term and hereby grants GSE a fully paid up worldwide, royalty-free, non-exclusive, non-transferable and revocable licence to use the API for the purpose of receiving the Data as set out in this Agreement. The Licensor shall provide GSE with such assistance as GSE reasonably requests to enable GSE to implement and use the API during the Term.

2.5 The parties shall comply with applicable laws in respect of the Data and, to the extent that the Data consists of the Shared Personal Data, the parties shall comply with clause 12 below.

2.6 GSE will use reasonable efforts to remove any data from the GSE Technical Platform or other content where we become aware that it is inappropriate, defamatory, and/or infringes Intellectual Property Rights.

2.7 If the Licensor and/or Subscriber believes that any data accessible via the GSE Technical Platform is inappropriate, defamatory or infringes Intellectual Property Rights, it must contact GSE immediately using the contact details in the Contract.

3 Grant of Licence

3.1 The Licensor hereby grants to GSE a fully paid-up worldwide, perpetual, royalty-free, non-exclusive, non-transferable and irrevocable licence to use, copy, modify, distribute and reproduce all the Intellectual Property Rights in the Data made available to GSE to the extent necessary to (a) provide that Data to Subscribers; (b) prepare Derived Data; and (c) distribute the Derived Data via the GSE Technical Platform in accordance with clause 3.2.

3.2 The Licensor gives GSE permission to sub-license the licence granted in clause 3.1 above to Subscribers and grant to such Subscribers a worldwide, perpetual, royalty-free, non-exclusive, non-transferable and revocable licence to use the Data, provided that all sub-licences granted to Subscribers shall specify restrictions on the licence scope no less restrictive than the Licence Scope applicable to the category of Subscriber (i.e. whether they are an Academic User, Public Safety User or a Commercial User).

3.3 The Subscriber acknowledges and agrees that the Intellectual Property Rights in the GSE Technical Platform and all Data made available via the GSE Technical Platform are owned by GSE and the Licensors.

3.4 Unless otherwise expressly set out to the contrary, nothing in this Agreement shall serve to transfer from us to the Subscriber, any Intellectual Property Rights owned by and/or licensed to us and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with us and/or the Licensors.

3.5 Unless otherwise expressly set out to the contrary, nothing in this Agreement grants the Subscriber any legal rights in the GSE Technical Platform or any Data made available via the GSE Technical Platform other than as necessary for the Subscriber to access it in accordance with this Agreement. The Subscriber agrees not to adjust, try to circumvent or delete any notices contained on the GSE Technical Platform (including any intellectual property notices) and in particular, in any digital rights or other security technology embedded or contained within the GSE Technical Platform.

3.6 The Subscriber is expressly prohibited from:

3.6.1 reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any of the Data made available via the GSE Technical Platform other than in accordance with the Licence Scope;

3.6.2 removing, modifying, altering or using any registered or unregistered marks/logos owned by GSE or licensed to GSE.

3.7 Subject to complying with any branding guidelines provided by the Licensor to GSE, the Licensor consents to GSE using and displaying the Licensor’s name and logo on GSE’s website and other communications and refer to the Licensor as a source provider of the Data made available via the GSE Technical Platform.

3.8 Except as expressly and specifically provided in this Agreement, GSE shall not:

3.8.1 licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise make any part of the Data available to a third-party;

3.8.2 use the Data for any unlawful purpose;

3.8.3 modify, translate, create derivative copies of or copy the Data whole or in part.

4 Charges and Payment to Licensors

4.1 The Licensor and GSE shall agree in the Contract whether Data shall be made available to Commercial Users free of charge or available to Commercial Users for a fee. If the parties have agreed that the Data is to be sold to Commercial Users, the fees payable by Commercial Users shall be set out in the Contract and shall form the basis of calculating the applicable Charges.

4.1 For the purposes of calculating the Charges, GSE shall record all details of Commercial Users, and the uses made of the Data.

4.2 The Licensor will invoice GSE for the Charges in accordance with the payment terms set out in the Contract.

4.3 GSE will pay each undisputed invoice within 30 days after the date of such invoice.

4.4 All Charges stated or referred to in this Agreement are exclusive of VAT, which shall be added to the invoice(s) at the appropriate rate.

5 Subscription Fees

5.1 Where a Subscriber is subject to Subscription Fees:

5.1. 1 the Subscriber shall pay the Subscription Fees in advance on the date as agreed in the Contract.

5.1. 3 GSE reserves the right to withhold or cease provision of the GSE Technical Platform where any payment of the Subscription Fees has not been received.

5.1. 4 Save as otherwise expressly stated in this Agreement, all Subscription Fees are non-refundable.

6 Representations and Warranties

6.1 The Licensor and Subscriber (as applicable) represents, warrants and agrees that:

6.1.1 it will not knowingly provide Data which (a) infringes any Intellectual Property Rights of any third party; or (b) contains viruses, trojans, worms, logic bombs or any other material which is malicious or technologically harmful which would corrupt or destroy the GSE Technical Platform;

6.1.2 it will not re-sell, promote for resale, or use any part of the content or Data contained within the GSE Technical Platform for commercial purposes, nor engage in any other similar commercial activities unless expressly permitted in the this Agreement;

6.1.3 it has and will maintain all necessary licenses, consents, and permissions necessary to enter into this Agreement and for the performance of its obligations under this Agreement;

6.1.4 the information provided to GSE in order to register as a Subscriber will be complete, accurate and not misleading and the Subscriber will inform GSE promptly if any information that has been provided to GSE changes or if the Subscriber becomes aware of any error or omission;

6.1.5 it will be responsible for making sure that the Subscriber’s password and any other account details used to register as a Subscriber are kept secure and confidential;

6.1.6 it will notify us immediately if it suspects fraudulent, unlawful or illegal use of the GSE Technical Platform;

6.1.7 it will comply with instructions we may issue from time to time relating to the GSE Technical Platform;

6.1.8 it will not attempt to gain unauthorised access to the GSE Technical Platform, the server on which the GSE Technical Platform is hosted or any server, computer or database connected to the GSE Technical Platform.

6.3 If GSE has reason to believe there has been, or is likely to be, a breach of security or misuse of the GSE Technical Platform through the Subscriber’s account or the use of the Subscriber’s password, GSE may suspend or terminate the Subscriber’s account. The Subscriber is at all times fully liable for all use of or access to the GSE Technical Platform using its login details, irrespective of whether such use was made by the Subscriber.

6.4 Each party represents and warrants that it will comply with all applicable laws and regulations with respect to its obligations and activities under this Agreement.

6.5 Other than set out in clause 6.1, the Licensor provides the Data “as is” and provides no warranty as to its accuracy or fitness for a particular purpose.

7 Intellectual Property Rights

7.1 All Intellectual Property Rights in the Data are owned by the Licensor with the exception of the Derived Data, which will be owned by GSE.

7.2 Except as otherwise expressly set out to the contrary in this Agreement, nothing in this Agreement shall serve to transfer from Licensor to GSE or any Subscriber, any Intellectual Property Rights owned by and/or licensed to the Licensor and all rights, title and interest in and to such Intellectual Property Rights in the Data will remain exclusively with Licensor and/or its licensors.

8 Accuracy and Access to GSE Technical Platform

8.1 GSE cannot promise that Data made available via GSE Technical Platform will be accurate or up-to-date as the majority of the data is provided by third parties over whom we have no control. Furthermore, GSE cannot promise that the GSE Technical Platform or any Data will be fit or suitable for any purpose. Any reliance that you may place on the Data made available via the GSE Technical Platform is at your own risk. You should always use your own independent judgment when using the Data made available via the GSE Technical Platform.

8.2 While GSE tries to make sure that the GSE Technical Platform is available for your use, we do not promise that your access to the GSE Technical Platform will be uninterrupted or fault-free. In particular, we do not guarantee that the GSE Technical Platform or any data made available via the GSE Technical Platform is appropriate or will be available for use in locations outside the United Kingdom. If you choose to access the GSE Technical Platform from locations outside the United Kingdom, you are responsible for compliance with any applicable laws.

8.3 Our ability to provide the GSE Technical Platform may be impaired by conditions or circumstances that are beyond our control, including, without limitation third party service providers, geographic or atmospheric conditions, local physical obstructions, software and hardware features or functionality of your personal computer operating system and the number of other users logging onto the GSE Technical Platform, server and network at the same time.

8.4 We reserve the right to make changes to the GSE Technical Platform, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the services we offer.

8.5 We also reserve the right from time to time to monitor your use of the GSE Technical Platform to ensure that any use is within the scope of use of your Subscription (as set out in the Contract) or other rights granted hereunder.

8.6 We may prevent or suspend your access to the GSE Technical Platform if you do not comply with this Agreement or any applicable law. We reserve the right, in our sole discretion, to take any action that we deem necessary and appropriate in the event we consider that there is a breach or threatened breach of this Agreement.

9 Limitation of liability

9.1 Nothing in this Agreement limits or excludes either party’s liability for:

9.1.1 death or personal injury caused by negligence;

9.1.2 fraud or fraudulent misrepresentation;

9.1.3 any other liability to the extent it cannot be excluded or limited by law; or

9.1.4 the Charges due under this Agreement.

9.2 Subject to clauses 9.1 and 9.3, the total aggregate liability of either party in connection with this Agreement for any and all claims, costs, damages, losses and/or expenses for which it is or may be legally liable, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed a sum equal to either (as applicable): (i) the Charges paid and/or payable by GSE to the Licensor; or (ii) Subscription Fees paid and/or payable by the Subscriber, in the twelve months prior to the date of the claim, or £5,000, whichever is lower.

9.3 Subject to the foregoing exclusions, neither party shall be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:

9.3.1 any loss of profits, sales, business, or revenue;

9.3.2 loss of business opportunity;

9.3.3 loss of anticipated savings;

9.3.4 loss of goodwill; or

9.3.5 any special, indirect or consequential damage or loss.

10 Confidentiality

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:

10.1.1 is or becomes publicly known other than through any act or omission of the receiving Party;

10.1.2 was in the other party’s lawful possession before the disclosure;

10.1.3 is lawfully disclosed to the receiving party without restriction on disclosure;

10.1.4 is independently developed by the receiving party which independent development can be shown by written evidence; or

10.1.5 is required to be disclosed by law or any court of competent jurisdiction or by any regulatory or administrative body.

10.2 Each party may disclose the other party's Confidential Information:

10.2.1 to those of its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party will ensure that its employees, officers, representatives or advisers to whom it discloses the other party's Confidential Information are aware of that party’s obligations under this clause 9; and

10.2.2 as may be required by law, a court or any governmental or regulatory authority, provided that, to the extent it is reasonably practicable and legally permitted to do so, it gives the other party notice of disclosure.

10.3 No party will use any other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

10.4 On termination of this Agreement, each party shall, on request:

10.4.1 destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information; and

10.4.2 erase all the other Party’s Confidential Information from computer and communications systems used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable).

10.5 Notwithstanding clause 8.4, the parties may retain Confidential Information in order to comply with any legal and/or regulatory recording and/or retention requirements.

10.6 Neither party will be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party, except as a result of a party’s breach of this Agreement.

11 Termination

11.1 This Agreement shall commence on the Effective Date and, unless terminated as provided in this clause 9, shall continue for the Term.

11.2 Following the expiry of the Term, either party may terminate this Agreement on the provision of not less than 30 days’ notice to the other.

11.3 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement with immediate effect by giving written notice to the other party and without liability to the other if the other party: (i) commits a material breach of any of the terms of this Agreement and (if such breach is remediable) fails to remedy that breach within fourteen (14) days of that party being notified in writing of the breach or (ii) is unable to pay its debts or becomes insolvent or bankrupt; (b) is the subject of an order made or a resolution passed for its administration, winding-up or dissolution; (c) is subject to any proceedings for the appointment of an administrative or other receiver, manager, trustee, liquidator, administrator, or similar officer over all or any substantial part of its assets; (d) it applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986; or (e) is subject to an analogous event to any of the foregoing in any jurisdiction; (iii) the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement.

11.5 Upon expiration or termination of this Agreement for any reason, the Licensor shall cease to provide new Data. Any Data previously contributed by the Licensor will be archived by GSE and will cease to be available to Subscribers. GSE shall not otherwise be required to return or delete any Data shared by the Licensor prior to the expiration or termination of the Agreement, nor to remove or adjust any Derived Data.

11.6 Upon expiration or termination of this Agreement for any reason, the Licensor and/or Subscriber shall cease to have access to the GSE Technical Platform.

11.7 Upon expiration or termination of this Agreement for any reason, 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, including without limitation clauses 3 to 8, and all clauses required for their interpretation.

12 Data Protection

12.1 Each party shall comply with all applicable requirements of the Data Protection Legislation.

12.2 The parties acknowledge and understand that each party will act as an independent controller with respect to the Shared Personal Data.

12.3 The parties acknowledge that they will share the Shared Personal Data in connection with this Agreement and agree as follows in respect of the Shared Personal Data:

12.3.1 each party will implement appropriate technical and organisational measures to safeguard the Shared Personal Data against any Personal Data Breach. Such measures shall be proportionate to the harm which might result from any such Personal Data Breach (and having regard to the nature of the Shared Personal Data in question);

12.3.2 each party will only access the Shared Personal Data it receives from the other party to the extent necessary for its purposes and in accordance with this Agreement, except with the prior written agreement of the other party;

12.3.3 subject to clause 6.5, each party will use reasonable efforts to ensure the Shared Personal Data is accurate and up to date;

12.3.4 each party will ensure that its employees (and/or other staff) are properly trained and are aware of their responsibilities for any Shared Personal Data that they have access to;

12.3.5 each party will promptly notify the other party (within two (2) working days) if it receives a complaint or request relating to the other party’s obligations under the Data Protection Legislation (other than a Data Subject Request, which is addressed in clause 12.4);

12.3.6 on receipt of a notice under clause 12.3.5, each party will provide the other party with reasonable co-operation and assistance in relation to any such complaint or request.

12.4 In relation to Data Subject Requests, each party:

12.4.1 will ensure that it protects the rights of data subjects, and responds to any Data Subject Requests it receives, in accordance with the Data Protection Legislation;

12.4.2 agrees to promptly notify the other party in writing (within two (2) working days) if it receives a Data Subject Request about Shared Personal Data that the other party is a controller of; and

12.4.2 agrees that the Data Subject Request will be dealt with by the party in receipt of the Data Subject Request, and that the other party will provide all reasonable co-operation and assistance in relation to any Data Subject Request to enable the party in receipt of the Data Subject Request to comply with it within the relevant timescale set out in the Data Protection Legislation.

12.5 Each party shall notify the other party without undue delay after becoming aware of any Personal Data Breach and in any event no later than 24 (twenty-four) hours after becoming aware of the Personal Data Breach.

12.6 Notices under clause 12.5 will (as far as reasonably possible) include a full description of:

12.6.1 the nature of the Personal Data Breach including details of the Shared Personal Data and data subjects affected;

12.6.2 the likely consequences of the Personal Data Breach; and

12.6.3 the measures taken or proposed to be taken by the affected party to address the Personal Data Breach, including, where appropriate, measures to mitigate its possible adverse effects.

12.7 The party affected by the Personal Data Breach will provide regular updates to the other party on the progress of its investigation into the Personal Data Breach.

12.8 Each party shall provide reasonable assistance to the party affected by the Personal Data Breach in the event that the affected party is required to notify the UK Information Commissioner’s Office (“ICO”) or other relevant supervisory authority, other regulator and/ or affected data subjects.

12.9 Where one party interacts with the ICO or other supervisory authority (whether proactively, for example to review a data protection impact assessment or reactively, for example, in response to an inquiry from the supervisory authority), the other party will provide such information and assistance as is reasonably required to assist in such interactions.

12.10 In the event that any enforcement action is brought by the ICO or other relevant supervisory authority or in the event of a claim brought by a data subject against any party, in both instances relating to the processing of the Shared Personal Data, the relevant party will promptly inform the other party about any such action or claim and will co-operate in good faith with the other party with a view to resolving it in a timely fashion.

12.11 If during the term of this agreement, the Data Protection Legislation changes in a way that this clause 11 is no longer adequate or appropriate for compliance with the Data Protection Legislation, the parties agree that they shall negotiate in good faith to review this clause 11 in light of the current Data Protection Legislation and amend, terminate and/or replace this clause 11 as appropriate.

13 General

13.1 Events beyond our control: The parties will not be liable to the other under this Agreement if it fails to comply with this Agreement because of circumstances beyond its reasonable control, including, but not limited to, strikes, lock-outs or other industrial disputes; breakdown of systems or network access; flood, fire, explosion or accident; or epidemics or pandemics.

13.2 Rights of third parties: A person who is not a party to this Agreement shall not have any rights to enforce any term of this Agreement.

13.3 Variation: No changes to this Agreement are valid or have any effect unless agreed by the relevant parties in writing.

13.4 Assignment: The parties shall not, without the prior written consent from the other party, assign, transfer charge, sub-contract or deal in any other manner with all or any of their rights or obligations under this Agreement.

13.5 No waiver: No delay in exercising or non-exercise by either party of any of its rights under or in connection with this Agreement shall operate as a waiver or release of each of either party’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

13.6 Notices: Notices under this Agreement must be in writing and sent to the other party's address or email address, as set out in the Contract. Letters sent in the United Kingdom will be deemed delivered three (3) business days (excluding English bank holidays), after sending. Emails will be deemed delivered the same day (or the next business day, if sent on a non-business day or after 5pm on any business day at the recipient's location).

13.7 Entire Agreement: This Agreement, and any document referred to in it, contains the whole agreement between the parties relating to its subject matter and supersedes any prior agreements, representations or understandings between them unless expressly referred to in this Agreement. Each party acknowledges that it has not relied on, and will have no remedy in respect of, any representation (whether innocent or negligent) made but not covered in this Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.

13.8 Severance: If any part of this Agreement is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the remaining terms of the Agreement shall continue in full force and effect.

13.9 Counterparts: The Contract may be signed in any number of counterparts and by the parties on separate counterparts, each of which when signed and dated will be an original, and such counterparts taken together will constitute one and the same agreement. The Contract and this Agreement will not be effective until each party has signed one counterpart of the Contract.

13.10 Governing law and jurisdiction: The laws of the England and Wales apply to the terms of this Agreement and the Contract and any disputes will be subject to the exclusive jurisdiction of the courts of England.