ML Verify Limited may change the terms of this Agreement from time to time at its absolute discretion without prior notice to the Customer. The Customer agrees that such changes will be binding on it. Any changes will be posted on ML Verify Limited’s website and will amend and form part of this Agreement. The Customer is responsible for reviewing the ML Verify website on a regular basis to obtain timely notice of any such changes. This Agreement and any new Agreement entered into after such changes have been posted will include those changes.
1.1 In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:
“Additional Paid Service” means any accountancy service provided by ML Verify Limited for a one-off, or recurring fee;
“Agreement” means this agreement between ML Verify Limited and the Customer;
“Customer” means a customer, user or subscriber of ML Verify and the Services whether in relation to free or paid services;
“Data Controller” means the entity which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data;
“Data Protection Legislation” means
a) any legislation in force from time to time in the United Kingdom which implements the European Community’s Directive 95/46/EC and Directive 2002/58/EC, including, but not limited to, the DPA and the Privacy and Electronic Communications (EC Directive) Regulations 2003;
b) Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR”);
c) any other legislation in force from time to time in the United Kingdom relating to privacy and/or the processing of Personal Data; and
d) any guidance or statutory codes of practice issued by the Information Commissioner or the European Data Protection Board set up under GDPR in relation to such legislation;
“DPA” means the Data Protection Act 1998;
“Effective Date” means the date on which the Customer accepts the terms and conditions of this Agreement;
“Fee” means the fee as posted from time to time on ML Verify Limited’s website in respect of subscription to ML Verify’s services;
“Intellectual Property Rights” means any and all patents, unpatented inventions, design rights, copyrights (including, without limitation, rights in computer software), rights in databases, trademarks, trade names, rights in trade secrets, know-how and all other intellectual property rights of any nature whatsoever, and all rights of a similar nature or having similar effect, throughout the world whether registered or unregistered and including all applications and rights to apply for any of the same;
“ML Verify” means ML Verify Limited, a company registered in England and Wales (Reg No: 11193724). having its registered office at 219 Kensington High Street, London W8 6BD;
“Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person, that is collected, disclosed, stored, accessed or otherwise processed;
“Service” means the Service to be provided to the Customer by ML Verify Limited.
“Subscriptions” means software subscriptions from the Customer for access to the Services;
“Website” refers exclusively to ML Verify’s website at https://www.mlverify.com and all sub-domains.
1.2 All references to clauses are, unless otherwise expressly stated, references to the clauses of this Agreement.
1.3 The headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement.
1.4 References to statutory provisions shall be construed as references to those provisions as amended, consolidated, extended or re-enacted from time to time.
2.1 In consideration of the performance by the Customer of all of its obligations set out in this Agreement, ML Verify agrees to provide the Service to the Customer subject to and in accordance with the terms of this Agreement.
2.2 ML Verify agrees to use reasonable skill and care in the provision of the Service.
3.1 This Agreement shall take effect on the Effective Date and (subject to clauses 8.5, 9 and 14.3 below) shall continue unless and until terminated by the Customer giving ML Verify not less than 28 days’ written notice. The Customer shall be deemed to have terminated the agreement if they provide such notice in writing to ML Verify. The Customer shall be deemed to have terminated this Agreement if they cancel their subscription to the Service or fail to pay for a renewal (where applicable). ML Verify may terminate this Agreement at any time by giving the Customer not less than one (1) month prior notice by email.
4. CUSTOMER’S OBLIGATIONS
4.1 The Customer hereby undertakes to, and agrees with, ML Verify that the Customer shall:
4.1.1 comply with any and all instructions provided to the Customer by ML Verify relating to the Service;
4.1.2 not use the Service for any immoral or illegal purpose or in any way other than in accordance with the terms of this Agreement;
4.1.3 make available free of charge to ML Verify such accurate information, documentation, data and programs and provide such other assistance as ML Verify may reasonably require to enable the Service to be carried out;
4.1.4 procure that its officers and employees co-operate with ML Verify, its agents and sub-contractors in carrying out the Service; and
4.1.5 be responsible for any and all applicable sales, use, excise, value added or other taxes and duties and any other fees, charges or payments payable to any governmental or regulatory authority, body or organisation incurred as a result of or in connection with the use by the Customer of the Services.
5. PRICING AND PAYMENT (PAID SERVICE ONLY)
5.1 In consideration of the supply of any Additional Paid Service or Subscriptions, the Customer agrees to pay ML Verify the Fee. Unless otherwise expressly stated in this Agreement, all prices for the provision of the Service are exclusive of value added tax.
5.2 The Customer shall pay to ML Verify the Fee for the Additional Paid Service either monthly in advance or by pre-payment top up. The first Fee payment shall be made on the Effective Date and each subsequent payment shall be made on the same day of each subsequent month which corresponds to the day on which the first payment was made. If in any such month there is no such corresponding day, then the Fee payment shall be made on the last day of the relevant month. ML Verify shall send a receipted invoice to the Customer upon receipt by ML Verify of the relevant payment of the Fee. ML Verify reserves the right to send receipts to the Customer by electronic means only.
5.3 Without prejudice to any other right or remedy it may have, ML Verify reserves the right to set off any amount owing to it at any time from the Customer against any amount payable by ML Verify to the Customer under or in connection with this Agreement.
5.4 If the Customer fails to pay any amount payable by it under this Agreement then access to the Service will be severely restricted until payment is made.
6. REFUND POLICY
6.1 Under the distance selling regulations, ML Verify must inform all Customers that any Additional Paid Service begins immediately upon an order being placed. The Customer hereby acknowledges and agrees that the decision to issue a refund will be at the sole discretion of ML Verify and will be based on the current status of the Customer order in question, taking into account any work in respect of the Services that has already been carried out.
6.2 The Customer undertakes to ensure that the decision to place an order with ML Verify has been fully considered and ML Verify reserve the right to issue a refund at its sole discretion.
6.3 For Subscriptions, ML Verify reserves the right to charge an administration fee in respect of early cancellations by any Customer. This will be calculated at the rate of fifty percent (50%) of the original Fee paid for the Service. Any additional privileges that the Subscription may confer will be removed immediately and without further notice to the Customer upon completion of any agreed refund (which shall be made to the original source of payment for the Subscription).
6.4 For services purchased from a third-party vendor that are advertising their services on the Website, the decision to issue a refund is made at the sole discretion of the vendor in question. ML Verify do not exercise any control, influence or other power to process refunds made to third party vendors.
7.1 Subscription fees
ML Verify offer a number of services on annual or monthly subscriptions. Annual subscriptions must be paid in advance by the Customer. The subscription fees are posted on our Website and may vary from time to time, please see our Pricing page for further details.
Subscription fees are posted in Pound Sterling and unless otherwise stated are exclusive of UK VAT. Fees may be paid by debit or credit card, bank transfer or Direct Debit (subject to approval).
7.2 Free Trials
All new ML Verify accounts are entitled to a free 60 day trial, limited to a maximum of 100 clients. ML Verify reserve the right to limit one free trial per customer.
ML Verify will not be obligated to continue offering a Service if the subscription fee (plus VAT) is not paid on time. ML Verify reserve the right to suspend access to the Service for any non-payment, until such time that the outstanding balance is settled in full.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 The Customer hereby acknowledges and agrees that any and all Intellectual Property Rights existing or arising in relation to any materials, documents, content, know-how, specifications, inventions, processes, data or other information whatsoever supplied, created or developed by or on behalf of ML Verify under or in connection with this Agreement and/or the provision of the Services is, and shall at all times belong to and remain, vested in ML Verify or its licensors and, save as expressly provided hereunder, no proprietary rights or any other rights whatsoever are assigned, granted, passed, created or otherwise pass to the Customer. The Customer undertakes not to take any action which might affect, limit, restrict, affect or invalidate the rights, title or interest of ML Verify, or its licensors, to the Intellectual Property Rights mentioned aforesaid. Any goodwill arising from the use of such rights shall accrue to ML Verify and its relevant licensors.
8.2 As and when required by ML Verify, the Customer hereby agrees to do all such acts and things, and execute all such documents as may be reasonably required by ML Verify for absolutely vesting ML Verify’s, and/or its relevant licensor’s, full right, title and interest in and to the Intellectual Property Rights referred to in clause 8.1.
8.3 The Customer hereby acknowledges and agrees that civil and criminal penalties may be incurred in the event of any infringement by it of any Intellectual Property Rights referred to in clause 8.1, and that any such infringement by the Customer (directly or indirectly), may result in incalculable damage and/or loss to ML Verify and/or its licensors, and accordingly, the Customer agrees that, in addition to any other right, power or remedy of ML Verify, ML Verify shall be entitled to immediate injunctive or other equitable relief to restrain or prevent any actual or anticipated infringement thereof, and the Customer undertakes to indemnify ML Verify in full against any and all losses (including, but not limited to, consequential losses), damages, costs, expenses (including, but not limited to, legal expenses), claims, proceedings, actions and liabilities (including, but not limited to, loss of profit) which may be incurred by ML Verify by reason of any such infringement by the Customer.
8.4 Save as provided in clause 8.5, ML Verify shall indemnify the Customer against any claim (including, without limitation, any losses and liabilities arising out of such claim but excluding any indirect, special or consequential loss or loss of profits, revenue or goodwill) that the Customer’s use of the Service in accordance with this Agreement infringes the Intellectual Property Rights of any third party, such indemnity being conditional upon the Customer:
8.4.1 promptly notifying ML Verify in writing of any such claim and not making any admissions of liability, or settling any such claim without ML Verify’s prior written consent;
8.4.2 allowing ML Verify, at ML Verify’s request and expense, sole conduct of any and all negotiations and litigation resulting from any such claim; and
8.4.3 at the request and expense of ML Verify, giving all reasonable assistance in relation to such negotiations or litigation.
8.5 The foregoing provisions of clause 8.4 state ML Verify’s entire liability to the Customer in respect of the infringement of the Intellectual Property Rights of any third party.
8.6 If any claim is made as described in clause 8.4 based on the Customer’s use of the Service other than in accordance with this Agreement, ML Verify shall not be responsible in any way whatsoever and shall be entitled to:
8.6.1 require the Customer to immediately cease using the Service until otherwise notified by ML Verify in writing; and/or
8.6.2 terminate this Agreement immediately by written notice to the Customer; and/or
8.6.3 require the Customer to indemnify ML Verify against any claim for consequential losses which may be brought against ML Verify.
8.7 The Customer undertakes to notify ML Verify promptly of any infringement or alleged infringement of the Intellectual Property Rights referred to in clause 8.1 above of which the Customer is or becomes aware, and to render to ML Verify and/or ML Verify’s relevant licensors all reasonable assistance in relation to any action, suit or proceeding taken by ML Verify and/or its relevant licensors in respect of such infringement or alleged infringement. Subject to the foregoing, the Customer shall not be entitled to take any steps, actions or proceedings in relation to any infringement by any person of such Intellectual Property Rights without the prior written consent of ML Verify.
9.1 Without prejudice to its other rights and remedies, either party may, by written notice to the other, terminate this Agreement with immediate effect if the other party:
9.1.1 commits a material breach of this Agreement and shall, in the case of any remediable breach, fail to remedy the same within fourteen (14) days of receipt of a written notice from the non-breaching party requiring such remedy; or
9.1.2 is unable to pay its debts (within the meaning of Section 123 of the Insolvency Act 1986) or otherwise becomes insolvent, or an order is made or a resolution passed for the administration, winding-up or dissolution of the other party (other than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the other party’s assets or the other party enters into or proposes any composition or arrangement with its creditors generally or anything analogous to the foregoing occurs in any applicable jurisdiction or if it ceases to trade or threatens to cease to trade.
9.2 For the avoidance of doubt, failure by the Customer to pay any sums due to ML Verify in full in cleared funds by the due date:
9.2.1 shall constitute a material breach of this Agreement; and
9.2.2 on more than two (2) occasions shall entitle ML Verify to terminate this Agreement immediately and without any liability upon giving written notice to the Customer.
9.3 Upon termination of this Agreement for any reason whatsoever, ML Verify shall cease to make the Service available to the Customer.
9.4 ML Verify shall, at any time without incurring any liability, be entitled to terminate the Service or to temporarily suspend the Service if ML Verify reasonably considers that such action is necessary to comply with any governmental, legal or other regulatory requirement or request (whether or not having the force of law).
9.5 All clauses of this Agreement which are intended by their nature to survive termination including, but not limited to, clauses 11 and 12, shall survive the termination of this Agreement.
9.6 Upon termination of this Agreement for any reason whatsoever, the Customer shall promptly return (or at ML Verify’s written request, destroy) any and all copies, in any form whatsoever (including in any human or machine readable form), of any materials, content, information, documents, files or records relating to this Agreement of the Service which have been provided or made available to the Customer by or on behalf of ML Verify which are in the possession, custody or control of the Customer or its officers, employees, sub-contrcators or agents.
10.1 ML Verify warrants that it has all requisite power and authority to execute, deliver and perform its obligations under this Agreement.
10.2 ML Verify does not warrant that the Service will meet the Customer’s requirements nor that, in the case of internet-based Services, the operation of the Service will be error-free or uninterrupted.
10.3 The Customer warrants that:
10.3.1 it shall comply with any and all applicable laws and regulations relating to the Service and with all applicable rules, regulations and guidelines (whether or not having the force of law) of any regulatory organisations or bodies of which it is a member or by which it is bound;
10.3.2 it has all requisite power and authority to execute, deliver and perform its obligations under this Agreement.
10.4 Save as expressly set out in this Agreement, all conditions, representations, warranties, undertakings or terms, whether express or implied, statutory or otherwise, including, in particular ,any implied warranty of satisfactory quality or fitness for any particular purpose or use, are hereby excluded from this Agreement to the fullest extent permitted by law.
11. LIABILITY AND INDEMNITY
11.1 Save in respect of liability for death or personal injury arising as a result of ML Verify’s negligence, the total aggregate of ML Verify’s liability howsoever arising under or in connection with this Agreement, whether in respect of a single occurrence or a series of occurrences, shall not exceed in any year the sum of the Fees payable by the Customer in respect of that year. For the avoidance of doubt a “year” is a period of twelve (12) months from the Effective Date and thereafter each subsequent period of twelve (12) months from anniversary of the Effective Date during the term of this Agreement.
11.2 The Customer acknowledges that in most instances the Service is Internet based. Owing to the nature of the Internet and its interconnected systems, problems such as, but not constrained to, outages, link failures, power difficulties, telephone outages, network overload etc. may have an adverse effect on the Service. While ML Verify will generally strive to mitigate, if possible, the negative effect of such problems, ML Verify will in no way be held liable in any manner whatsoever for any loss(es) whatsoever and howsoever suffered as a result of any such problems.
11.3 Save in respect of liability for death or personal injury arising as a result of ML Verify’s negligence, ML Verify shall not be liable to the Customer for any loss of profits or goodwill or any other type of special, indirect or consequential loss or revenue of any nature whatsoever (including loss or damages suffered as a result of an action brought by a third party) whether arising from negligence, breach of contract or otherwise, even if such loss was reasonably foreseeable, or ML Verify had been advised of the possibility of the Customer incurring the same, and such liability is hereby excluded to the fullest extent permitted by law.
11.4 The Customer hereby undertakes and agrees to indemnify ML Verify and keep it fully indemnified from and against any and all costs, losses (including, without limitation, consequential losses), damages, expenses, claims, actions and/or liabilities (including, without limitation, any legal fees and expenses) which may be suffered or incurred by ML Verify arising out of or in connection with (i) any claims, proceedings, demands or actions by third parties arising out of or in connection with ML Verify’s supply of, and/or the Customer’s use of, the Service (including, without limitation, claims under the Data Protection Legislation) and/or any breach of the Customer’s undertakings or obligations set out in this Agreement, and/or (ii) any breach by the Customer of its obligations under this Agreement, and/or (iii) the Customer’s negligence or wilful misconduct.
11.5 The Customer agrees that all the limitations and exclusions of liability in favour of ML Verify in this Agreement are reasonable in the circumstances under which the Service is to be performed.
11.6 The Customer confirms that neither ML Verify nor any of its representatives has made any claims or representations of guaranteed or anticipated profits that may result from the use of the Service and ML Verify expressly disclaims liability for any profit projections which may have been provided to the Customer.
12.1 Neither party shall disclose or communicate to any person (other than as permitted by this Agreement or with the prior written consent of the other party) any information in whatever form relating to the other party or its affairs, business, clients, know-how, systems or property (the “Confidential Information”) irrespective of whether such information is marked as confidential, of which it may become aware during the term of this Agreement, and it shall use its reasonable endeavors to prevent the unauthorised publication, disclosure or use of any Confidential Information and shall treat the other party’s Confidential Information as secret and proprietary.
12.2 The provisions of this clause 12 shall survive the termination of this Agreement but the restrictions in clause 12.1 shall not prevent the party receiving the Confidential Information (“the Receiving Party”) from divulging any part of the Confidential Information:
12.2.1 to such of its employees as strictly need to receive and consider the Confidential Information in connection with the provision of the Service, provided that it shall procure that each such “need to know” employee having access to the Confidential Information is made aware of the obligations of secrecy set out in this clause 12 and shall procure that any of its employees to whom disclosure of the Confidential Information is made shall adhere to the terms of this Agreement as if it were a party thereto;
12.2.2 to the extent necessary to enable it to exercise any rights or obligations expressly granted to it by this Agreement;
12.2.3 to its auditors, and any other persons or bodies having a right, duty or obligation to know the business of the Receiving Party and then only in pursuance of such right, duty or obligation;
12.2.4 to the extent that it is obliged to divulge such Confidential Information by any laws or regulations, taxation authority or by any recognised stock exchange or by any order of a court of competent jurisdiction or in the course of any legal proceedings provided that in such circumstances the Receiving Party shall have, so far as it is legally able to do so, immediately notified the disclosing party of its obligation to disclose to enable the disclosing party to seek appropriate means to prevent the disclosure or waive compliance with this clause 11 and taken such steps as the disclosing party may reasonably require for that purpose.
12.3 The Receiving Party undertakes to ensure that the persons and bodies mentioned in clause 12.2 are made aware prior to the disclosure of any part of the Confidential Information that the same is confidential and that they owe a duty of confidence to the other party.
12.4 The restrictions in clause 12.1 shall not apply to Confidential Information:
12.4.1 which at the time of acquisition by the Receiving Party is already in the possession of the Receiving Party and at its free disposal, or in the public domain;
12.4.2 which enters the public domain at any time hereafter through no fault of the Receiving Party;
12.4.3 which is acquired by the Receiving Party in good faith from third party sources unconnected with and owing no duty of confidentiality to ML Verify; or
12.4.4 which is acquired by the Recipient through its own independent research.
12.5 The Receiving Party shall promptly notify the other party if it becomes aware of any breach of confidence by any person to whom the Receiving Party divulges all or any part of the Confidential Information and shall give the other party all reasonable assistance in connection with any proceedings which the other party may institute against such person for breach of confidence.
12.6 The Receiving Party hereby irrevocably and unconditionally indemnifies and shall hold fully indemnified the other party from and against any and all actions, proceedings, losses, damages, liabilities, obligations, costs, claims, charges and expenses suffered or incurred by the other party of whatsoever nature arising out of or in connection with any breach of this clause 12 by the Receiving Party.
13. CUSTOMER’S TRADE MARKS
13.1 Subject to clauses 13.2 and 13.3 below, neither party may use the other’s logo, name and/or trademarks without the other party’s prior written consent.
13.2 The Customer agrees that ML Verify may use the Customer’s logo, name and trade marks in connection with ML Verify’s advertising and marketing materials but only in accordance with clause 13.3 below.
13.3 ML Verify shall submit all advertising and marketing materials (“Materials”) which incorporate the Customer’s logo, name and/or trademarks to the Customer before publication. The Customer shall have a period of seven (7) business days commencing on the date on which ML Verify sends the Materials in which to notify ML Verify as to whether the Customer approves or disapproves the Materials, such approval not to be unreasonably withheld or delayed. If the Customer does not communicate its approval or disapproval to ML Verify within such seven (7) day period, the Customer shall be deemed to have approved the Materials.
14. FAIR USE POLICY
14.1 ML Verify promotes the responsible use of the software provided, on the basis that the Customer’s activity will not severely impact other users on ML Verify’s network. ML Verify reserves the right to suspend any Customer account if the Customer engages in high volume activity (see 13.2) that may jeopardise the stability of ML Verify system as a whole. This may involve but is not limited to, the act of creating large numbers of accounting records in a short period of time, frequent or large document uploads, polling or repeatedly calling through the ML Verify API or directly with the web application using automated scripts, data mining applications or any high frequency methods either by manual human interaction or software application.
14.2 ML Verify limit the number of API requests to one thousand (1,000) per twenty-four (24) hour period, a limit of five thousand (5,000) HTTP requests is also enforced when interacting with the web application.
14.3 ML Verify limit the total file size for document attachments and scanned media to fifty (50) MB per twenty-four (24) hour period.
14.4 Any variation or expected breach of the limits specified in clauses 14.2 and 14.3 may trigger a temporary suspension of the relevant Customer account. If the activity is deemed by ML Verify, in its absolute opinion, to be nefarious or with destructive intent, the relevant Customer account may be permanently suspended. If it is envisaged that the limits in causes 13.2 and 13.3 will be exceeded, then the relevant Customer must seek prior written authorisation from ML Verify to extend the limits accordingly.
15. FORCE MAJEURE
15.1 ML Verify shall not be liable to the Customer for any breach or non-performance of its obligations under this Agreement resulting from causes beyond its reasonable control (an “Event of Force Majeure”) including, but not limited to, Acts of God, governmental act, war, fire, drought, failure of power supply, lock out, strike, explosion, accident, civil commotion, refusal of any licence by any telecommunications body, impossibility or delay in obtaining materials or telephone lines.
15.2 ML Verify agrees to notify the Customer immediately upon becoming aware of an Event of Force Majeure and to use all reasonable endeavors to overcome the circumstances affecting its performance and fulfil all outstanding obligations as soon as practicable.
15.3 Either party may terminate this Agreement without liability to the other if ML Verify is prevented from performing its obligations because of an Event of Force Majeure for more than thirty (30) consecutive days.
16.1 The Customer shall not, without the prior written consent of ML Verify, sub-licence, assign or otherwise transfer or dispose of all or any part of its rights or obligations under this Agreement.
16.2 ML Verify shall be entitled to delegate, sub-contract or assign any of its rights and/or obligations under or in connection with this Agreement to any third parties.
17.1 If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair:
17.1.1 the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or
17.1.2 the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement.
No delay, omission or forbearance by either party to exercise or enforce any right, power or remedy arising under or in connection with this Agreement shall operate as a waiver thereof, and any single or partial exercise or enforcement thereof shall not preclude any other or further exercise or enforcement thereof or the exercise or enforcement of any other right, power or other remedy.
19. DATA PROTECTION
19.1 ML Verify hereby confirms and acknowledges that:
19.1.1 It is a Data Controller in relation to the Customer’s Personal Data;
19.1.2 it shall at all terms comply with the Data Protection Legislation
20.1 All notices shall be made in writing and sent by prepaid first class post, by facsimile, e-mail or delivered by hand to, in the case of ML Verify, the address set out at the beginning of this Agreement and, in the case of the Customer, to the address notified to ML Verify by the Customer (or to such other address as each party may from time to time notify in writing to the other party).
20.2 Any notice served by facsimile or e-mail shall be deemed served at the time of transmission provided the sender can show satisfactory transmission and posts a hard copy of the notice within twenty-four (24) hours of service provided that if any such notice would otherwise be deemed to be served outside working hours, such notice shall be deemed to be served at the start of working hours on the next business day. Any notice served by post shall be deemed served two business days after the date of posting and any notice delivered by hand, upon delivery.
21.1 This Agreement constitutes the entire agreement and understanding between the parties relating to the subject matter hereof and supersedes all prior agreements, arrangements and undertakings between the parties relating to such subject matter. The Customer acknowledges that by entering into this Agreement it has not relied on any representations, promises or warranties (written or oral) which are not expressly set out in this Agreement and accordingly, any implied conditions, representations, warranties or other terms are, save as to fraud, hereby excluded to the fullest extent permitted by law.
21.2 It is acknowledged and agreed by both parties that neither the entry into nor the performance of the terms of this Agreement constitutes or shall constitute a partnership or joint venture between the parties.
21.3 Nothing in this Agreement shall be deemed or construed to constitute either party or any of its officers or employees, the agent or the legal representative of the other party for any reason whatsoever except only as and to the extent specifically stated in this Agreement and, except as so stated, neither party is hereby granted any right or authority to act for, or to incur, assume or create any obligation, responsibility or liability, express or implied, in the name of or on behalf of the other party or to bind the other party in any manner whatsoever.
22. THIRD PARTY RIGHTS
No person other than the parties to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of this Agreement.
23. GOVERNING LAW
The law of England and Wales shall governs this Agreement and the parties agree that the courts of England shall have exclusive jurisdiction to determine any matter or dispute arising out of this site and these conditions.
This Website is directed solely for access from the UK. If a Customer chooses to access this site from other locations, it is their responsibility to comply with all applicable local laws.