END USER LICENCE AGREEMENT

Front Office AI is a SaaS platform for the front office that helps end users improve comms, manage events, complete documents and save time negotiating transactions.

This licence agreement (“Agreement”) is a legal agreement between you and Front Office AI Limited, a company registered in England (company number 11712964) and with registered address at 727-729 High Road, London, United Kingdom, N12 0BP (“Front Office AI”, “us”, “we”). It sets out the terms by which you may access the Front Office AI software (“Software”), the data available therein and the corresponding electronic materials and/or documents (“Documents”) that we may make available from time to time and is binding on you from the time you confirm acceptance below so it is important that you PLEASE READ IT CAREFULLY.

We licence use of the Software and Documents to you on the basis of this Agreement. We do not sell the Software or Documents to you. We remain the owners of the Software and Documents at all times. You should print a copy of this Agreement for future reference.

BY CLICKING ON THE “ACCEPT” OR “CONFIRM” BUTTON BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT CLICK THE “ACCEPT” OR “CONFIRM” BUTTON AND YOU MAY NOT ACCESS THE SOFTWARE OR DOCUMENTS.

1. DEFINITIONS

1.1 In this End-User Licence Agreement (EULA), the following terms shall have the meanings ascribed to them below:

"Agreement" refers to this End-User Licence Agreement, including all its annexes, schedules, and any modifications or additions made by Front Office AI.

“Customer” refers to an authorised company, organisation or person that has purchased a subscription from us.

"Software" refers to the computer program, application, or service provided by Front Office AI, including any related documentation, updates, or upgrades.

"User" refers to any individual or entity that has obtained a valid licence to access and use the Software under the terms and conditions specified in this Agreement.

"Licence" refers to the permission granted by Front Office AI to the User for the use of the Software, subject to the terms and conditions outlined in this Agreement.

"Intellectual Property" refers to all patents, copyrights, trademarks, trade secrets, and any other intellectual property rights associated with the Software, including any modifications, enhancements, or derivative works.

"Confidential Information" refers to any non-public information, technical data, or trade secrets disclosed by Front Office AI to the User, whether in written, oral, or electronic form, which is designated as confidential or should reasonably be understood to be confidential.

"Term" refers to the duration of the Licence granted to the User, starting from the date of acceptance of this Agreement until the License is terminated or expires as per the provisions herein.

"Third-Party Software" refers to any software, libraries, or components incorporated into or distributed with the Software, which are owned by third parties and subject to their respective licences and terms.

"Support and Maintenance" refers to the technical assistance and updates provided by Front Office AI to the User, as specified in the applicable support and maintenance terms.

2. RIGHT TO USE THE SERVICE

2.1 You are only entitled to use the Software and Documents if and for so long as you have been granted access as an authorised user by an authorised company, organisation or person that has purchased a subscription from us (“Customer”) or if you have been invited by any such Customer or authorised user to use the Software in order to participate in a particular transaction or contribute any data, information or materials from time to time. 

2.2 Grant of Licence: Subject to the terms and conditions of this Agreement, Front Office AI grants the User a non-exclusive, non-transferable, revocable licence to access and use the Software for the duration of the Term. This licence is solely for the User's internal business or personal use and is not for resale or distribution.

2.3 Usage Rights: The User may use the Software and its accompanying documentation solely for the purpose it was designed and provided for, as described in the documentation or any applicable user guides. The User may not modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software, unless expressly permitted by applicable law.

2.4 Limitations and Restrictions: The User agrees to the following limitations and restrictions on the use of the Software and accompanying documents:

a) The Customer that has invited you to use the Software (or an administrative user acting on their behalf) will determine the particular user role, authority, and functionality available to you when using the Software from time to time, in accordance with the subscription tier purchased by the Customer. If you have any queries about this, you should approach the relevant Customer in the first instance because Front Office AI will not overrule decisions made by the Customer.

b) If Front Office AI considers, in its sole discretion, that you are in breach of this Agreement, or likely to be in breach of this Agreement, Front Office AI may take any action it deems necessary to protect the Software and other users. This may include, without limitation: (a) withdrawing your right to use the Software and/or Documents; (b) removing any or all data, information, materials, and/or documents that you provide or input through your use of the Software (collectively, "User Materials"); (c) taking legal proceedings against you; and/or (d) disclosing any information to law enforcement authorities Front Office AI considers necessary or as required by law.

c) The User shall not copy, reproduce, distribute, publish, display, perform, or create derivative works of the Software or any part thereof, except as expressly permitted under this Agreement or by applicable law.

d) The User shall not remove, alter, or obscure any proprietary notices or labels on the Software or any documentation.

e) The User shall not use the Software in any manner that infringes upon the intellectual property rights or violates the rights of any third party.

f) The User shall not use the Software for any unlawful, unauthorised, fraudulent, or malicious purposes.

g) The User shall not attempt to gain unauthorised access to the Software or any related systems or networks.

h) The User shall not use the Software to transmit any harmful code, viruses, or malicious software.

i) The User shall not interfere with or disrupt the integrity or performance of the Software or any related systems or networks.

j) The User shall not use the Software in a manner that violates any applicable laws, regulations, or industry standards.

2.5 Third-Party Software: The Software may incorporate or be distributed with Third-Party Software, which is subject to its own respective licences and terms. The User's use of such Third-Party Software shall be governed by the applicable third-party agreements. We shall not be responsible for any issues or liabilities arising from the use of Third-Party Software.

2.6 Compliance: The User acknowledges and agrees to comply with all applicable laws, regulations, and third-party agreements when using the Software. The User is solely responsible for obtaining and maintaining any necessary licences, permits, or approvals required for their use of the Software.

3. USER OBLIGATIONS

3.1 Compliance with Applicable Laws and Regulations: Comply with all applicable laws, regulations, and industry standards in connection with your activities while using the Software and Documents. This includes but is not limited to data privacy laws, intellectual property laws, and export control regulations.

3.2 User Account Security: Keep your username and password for the Software secure and confidential. Do not share your credentials with unauthorised individuals. If you become aware of any unauthorised access or use of your account, promptly notify Front Office AI in writing.

3.3 Licensing and Permissions: Obtain and maintain all necessary licences, consents, and permissions required to perform your obligations under this Agreement, including obtaining appropriate rights and permissions for the use of User Materials you provide or input through the Software.

3.4 Compliance with Specifications: Ensure that your network and systems comply with the relevant specifications provided by Front Office AI or stated in the Documentation. Adhering to these specifications ensures optimal compatibility and functionality of the Software.

3.5 Responsible Use: Use the Software and Documents in a manner that does not impair their functionality or the ability of other users to access and use them. Misuse or unauthorised access that may disrupt the Software, website, or systems used to deliver the Software is strictly prohibited.

3.6 Accuracy of Information: Provide accurate, true, current, and complete information about yourself when required. Keep this information up to date to ensure its accuracy and relevance.

3.7 Authorised Access: Limit your access to materials and features to only those for which you have explicit permission. Do not attempt to gain unauthorised access to any materials or functionalities beyond your authorised scope.

3.8 Prohibited Actions: Refrain from accessing, storing, distributing, or transmitting any viruses, trojan horses, malicious code, or unlawful, harmful, or offensive materials through the Software. Do not engage in any activities that are discriminatory, defamatory, infringing, or facilitate illegal activity.

3.9 Prohibition on Competition: Except as expressly set out in this Agreement or permitted by law, you shall not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documents (as applicable) in any form or media or by any means. Additionally, you shall not attempt to de-compile, reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Software or Documents in order to build a product or service that competes with the Software.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Ownership of Intellectual Property: All intellectual property rights in and to the Software and Documents, including any updates, modifications, or enhancements thereto, belong to and are owned by Front Office AI. This Agreement does not grant you any rights or ownership in the Software or Documents, except as expressly stated in this EULA.

4.2 Limited Licence: We grant you a limited, non-exclusive, non-transferable licence to use the Software and Documents solely for your internal business purposes and in accordance with the terms of this Agreement. This licence does not transfer ownership of the intellectual property rights to you.

4.3 Restrictions on Use: Except as expressly permitted under this Agreement or by applicable law, you shall not copy, modify, reproduce, distribute, create derivative works from, frame, mirror, reverse engineer, reverse compile, disassemble, or attempt to obtain the source code of the Software or Documents.

4.4 User Materials: Any data, information, materials, or content provided or input by you through your use of the Software ("User Materials") shall remain your property or the property of the respective owner. However, by providing or inputting User Materials, you grant Front Office AI a worldwide, royalty-free, non-exclusive licence to use, reproduce, modify, adapt, and publish such User Materials solely for the purpose of providing and improving the Software and Documents.

4.5 Feedback: If you provide any feedback, suggestions, or ideas regarding the Software or Documents, you acknowledge and agree that Front Office AI may freely use, modify, and incorporate such feedback without any obligation or restriction.

4.6 Third-Party Intellectual Property: The Software and Documents may incorporate or be distributed with third-party software, content, or materials. Any intellectual property rights in such third-party software, content, or materials are the property of their respective owners and may be subject to additional terms and conditions.

5. CONFIDENTIALITY AND PRIVACY

5.1 Confidentiality Obligations: Front Office AI (referred to as "We" or "Our") understands the importance of protecting the confidentiality of your information. We will maintain the confidentiality of all non-public information provided or made accessible to us during your use of the Software and Documents, except as otherwise stated in this Agreement or with your consent.

5.2 Data Protection and Privacy: We are committed to handling your personal data in accordance with applicable data protection laws and regulations. By using the Software and Documents, you agree to the collection, use, and disclosure of your personal data as described in our Privacy Policy.

5.3 Security Measures: We implement reasonable technical and organisational measures to safeguard the security, integrity, and confidentiality of your information. These measures may include encryption, access controls, and regular security assessments. However, no method of transmission or storage is completely secure, and we cannot guarantee absolute security of your information.

5.4 Use of Data: We will only use your personal data in accordance with our Privacy Policy. We may use the data collected through the Software and Documents to provide, maintain, and improve the functionality of the Software, as well as for communication and support purposes. We will not sell, rent, or lease your personal data to any third party without your consent.

5.5 Compliance with Laws: We will comply with all applicable data protection and privacy laws and regulations in handling your personal data. We will not use your personal data for any purpose that is incompatible with the purposes for which it was collected, unless required or permitted by law.

5.6 Third-Party Service Providers: We may engage third-party service providers to assist us in providing the Software and Documents. These service providers may have access to your personal data for the sole purpose of performing services on our behalf. We will ensure that such service providers are contractually bound to protect the confidentiality and security of your personal data.

5.7 Data Retention: We will retain your personal data for as long as necessary to fulfil the purposes for which it was collected, or as required by applicable laws and regulations. After the retention period, we will securely dispose of or anonymize your personal data.

5.8 User Responsibilities: You are responsible for maintaining the confidentiality of your account credentials and for any activities that occur under your account. You must promptly notify us of any unauthorised access or use of your account.

5.9 Anonymized and Aggregated Data: We may anonymize and aggregate data collected through the Software and Documents for statistical and analytical purposes. Such anonymized and aggregated data will not identify you personally and may be used by us for any lawful purpose.

6. WARRANTIES, ACKNOWLEDGEMENTS AND LIABILITY

6.1 You represent, warrant, and undertake that your provision of any and all User Materials is made in compliance with all applicable laws. You further acknowledge that Front Office AI shall not be liable for any breach of applicable law or infringement of third-party rights arising from the processing and use of User Materials provided by you.

6.2 You acknowledge and agree that the Software may not meet your individual requirements, including specific cybersecurity requirements you may be subject to under the law or otherwise. It is your responsibility to ensure that the facilities and functions of the Software, as described in the Documents, meet your requirements. You acknowledge that complex software may contain defects, errors, and bugs, and its performance relies on the availability of third-party services. The operation and availability of systems used for accessing the Software, including public telephone services, computer networks, and the internet, can be unpredictable and may interfere with or prevent access to the Software. The Software is provided on an "as is" basis, and Front Office AI does not warrant that it will be uninterrupted, free from defects, errors, and bugs, or that the information obtained through the Software will meet your specific requirements.

6.3 Nothing in this Agreement excludes the liability of either party for death or personal injury caused by the other party's negligence, fraud, or fraudulent misrepresentation, or for any other forms of loss to the extent they cannot be excluded under applicable law. Subject to the foregoing, Front Office AI excludes all liability and responsibility and shall not be liable to you (or any other person) in contract, tort (including negligence), or otherwise, for any loss of profits, loss of business or opportunity, depletion of goodwill, similar losses, loss or corruption of data or information, pure economic loss, or for any direct, indirect, special, or consequential loss, costs, damages, charges, or expenses arising under or in connection with this Agreement.

6.4 This Agreement sets out the full extent of our obligations and liabilities regarding the supply of the Software and Documents to you. Except as expressly stated in this Agreement, there are no conditions, warranties, representations, or other terms, express or implied, binding on us. Any condition, warranty, representation, or other term concerning the supply of the Software and Documents that might otherwise be implied into, or incorporated in, this Agreement, whether by statute, common law, or otherwise, is excluded to the fullest extent permitted by law.

6.5 This Agreement does not confer or purport to confer a benefit to any person other than you, and Front Office AI has no responsibility to any person other than you under this Agreement. If you use the Software or Documents on behalf of or for the benefit of any third party (whether a body corporate or otherwise), you acknowledge and agree that you are responsible for ensuring that you have the right to do so.

6.6 The Software may enable or assist you to access the website content or applications of, correspond with, and purchase products and services from third parties via third-party websites and applications. You acknowledge and agree that such access and interactions are solely at your own risk. Front Office AI makes no warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any third-party website or any transactions completed or contracts entered into by you with any third party. Any contract entered into and any transaction completed via any third-party website or application is solely between you and the relevant third party, and Front Office AI is not a party to such agreements. We recommend that you review the terms and conditions, as well as the privacy policy, of any third-party website or application before using it. Front Office AI does not endorse or approve any third-party website or application or the content made available via the Software.

6.7 The Software may include information and materials uploaded by Front Office AI or other users. Such information and materials have not been verified or approved by us, and we do not make any representations, warranties, or guarantees, whether express or implied, regarding the accuracy, completeness, or currency of such information, materials, or other content made available via the Software. It is advisable to seek professional or specialist advice before making decisions or taking any action based on the content made available via the Software.

6.8 You shall defend, indemnify, and hold harmless Front Office AI from any and all claims, costs, damages, losses, liabilities, and expenses (including legal fees and costs) arising out of or in connection with: (a) Front Office AI's use of User Materials in accordance with the terms of this Agreement; (b) any breach of this Agreement by you. This indemnification obligation shall survive the termination of this Agreement.

7. LICENCE RESTRICTIONS

7.1 The User shall not engage in the following activities, directly or indirectly, without the prior written consent of Front Office AI and except as expressly permitted by applicable law:

a) Sell, sublicense, distribute, lease, rent, or commercially exploit the Service.

b) Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service, except to the extent expressly permitted by applicable law.

c) Modify, adapt, translate, or create derivative works based on the Service, except as expressly permitted by Front Office AI in writing.

8. MAINTENANCE AND SUPPORT

8.1 Bug Fixes and Updates: Front Office AI will make reasonable efforts to address any bugs, errors, or malfunctions in the Software promptly. This includes providing bug fixes and updates to ensure the Software operates as intended and to improve its functionality.

8.2 Response Times: Front Office AI aims to respond to support requests and inquiries in a timely manner. Our target response time for non-critical issues is within 7 business days, and for critical issues that significantly impact the functionality of the Software, our target response time is within 24 hours.

8.3 Availability: We strive to ensure the availability of our support services during regular business hours from Monday-Friday, 9:00AM to 6:00PM, excluding holidays and scheduled maintenance periods. However, there may be instances when support availability is limited due to unforeseen circumstances or events beyond our control. We will make reasonable efforts to notify users in advance of any planned maintenance or service interruptions.

8.4 Channels of Communication: To seek technical support or report issues with the Software, you can contact our support team through the designated channels of communication, which may include email, online ticketing system, or a dedicated support portal. Details on how to reach our support team will be provided to you upon request or as part of your onboarding process.

8.5 Support Exclusions: It's important to note that our support services do not cover assistance with general IT infrastructure, network configuration, or user-specific customizations. Additionally, Front Office AI reserves the right to prioritise support requests based on severity and impact on the overall user community.

8.6 Updates and Upgrades: Front Office AI shall provide the User with updates and upgrades to the Service as they become available, at no additional cost.

9. PAYMENT TERMS

9.1 Fees and Invoicing: The User agrees to pay all applicable fees for the use of the Service as specified in the pricing schedule provided by Front Office AI. Invoices shall be issued by Front Office AI and sent to the User in a timely manner. The User shall make payment in the currency and through the payment methods specified by Front Office AI.

9.2 Invoicing Frequency: Invoices shall be issued according to the agreed-upon billing cycle, which may be monthly, quarterly, annually, or as otherwise specified in the pricing schedule. The User will be notified in advance of any changes to the invoicing frequency.

9.3 Taxes: The User is responsible for any applicable taxes, duties, or similar charges imposed on the fees for the Service, excluding taxes based on Front Office AI's net income. The User shall remit payment for such taxes in addition to the specified fees.

9.4 Late Payments and Consequences: Prompt payment is essential to maintain uninterrupted access to the Service. In the event of non-payment or late payment, Front Office AI reserves the right to suspend or terminate the User's access to the Service until payment is received. The User shall be responsible for any costs incurred by Front Office AI in collecting overdue payments, including but not limited to collection agency fees and legal expenses.

9.5 Payment Disputes: In the event of a good-faith dispute regarding the accuracy or validity of an invoice, the User shall notify Front Office AI in writing within a specified period, typically 14 days. The parties shall work together in good faith to promptly resolve the dispute. Pending resolution, the User agrees to make payment for undisputed portions of the invoice.

9.6 Refunds and Credits: Front Office AI may have specific refund policies or offer credits under certain circumstances, as outlined in the applicable terms and conditions or agreement. Any approved refunds or credits will be applied to future invoices or issued in accordance with Front Office AI's refund policy.

10. TERMINATION

10.1 Termination: This agreement shall commence on the effective date and continue until terminated as provided herein.

10.2 Termination for Convenience: The User may terminate this Agreement for convenience at any time by cancelling their subscription. Upon termination for convenience, the User's access to the software and documents shall cease immediately. The User shall remain responsible for the payment of fees until the end of the current billing cycle in which the termination occurs.

10.3 Termination for Cause: Either party may terminate this Agreement immediately in the event of a material breach of this Agreement by the other party. The terminating party shall provide written notice specifying the nature of the breach. Upon termination for cause, the User's access to the software and documents shall cease immediately. The User shall remain responsible for the payment of any outstanding fees or charges accrued up to the date of termination.

10.4 Consequences of Termination: Upon termination, the User's access to the software and documents shall be immediately revoked, and the User shall no longer have the right to use or access any part of the software. The User shall, within 30 days from the date of termination, return to Front Office AI or destroy all copies of the software, including any related documentation, in their possession or control. The User shall provide written certification of compliance with this obligation upon Front Office AI's request.

10.5 Liability and Outstanding Fees: Termination shall not relieve the User from any liability or obligation accrued prior to the termination date. The User shall remain responsible for any outstanding fees or charges incurred up to the termination date. Front Office AI may pursue legal remedies to recover any outstanding amounts owed.

10.6 Survival of Certain Provisions: Notwithstanding the termination, certain provisions, such as confidentiality, indemnification, and dispute resolution, shall survive and continue to apply after termination.

10.7 Automatic Termination: If the Customer, through which you are entitled to access the Software and Documents, ceases to have a valid and subsisting subscription or licence with us to use the Software and Documents, your right and access to use the Software and Documents shall also cease.

10.8 Termination by Front Office AI: Without prejudice to any other right or remedy available to it, the Front Office AI may terminate this Agreement immediately if you commit a material or persistent breach of this Agreement which, if such material breach is remediable, you fail to remedy within 7 days of being notified of such material breach. Front Office AI may also suspend your access to the Software if certain conditions are met, as outlined in the applicable terms and conditions or agreement.

10.9 Front Office AI may also, without notice, suspend your access to the Software for any definite or indefinite period of time if it: a) determines that you have materially breached this Agreement, failed to comply with the specified restrictions, or b) if ordered to do so by any regulator, law enforcement, government body, or c) if such action is necessary to protect or maintain the Software, prevent fraud or misrepresentation, or protect Front Office AI or other users of the Software.

10.10 Effect of Termination: Upon termination or expiry of this Agreement for any reason:

a) all rights granted to you under this Agreement shall cease, and you shall immediately cease to use the Software and Documents;

b) any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination shall not be affected or prejudiced; and

c) any clause or provision of this Agreement that is expressly or impliedly stated to survive termination shall continue to apply.

11. ASSIGNMENT AND TRANSFER

11.1 Restrictions on Assignment: The User shall not assign, transfer, sublicense, or otherwise dispose of any of its rights or obligations under this agreement without the prior written consent of Front Office AI, except for a permitted assignment to a successor in the event of a merger, acquisition, or similar transaction. Any attempted assignment or transfer without proper consent shall be void.

11.2 Change of Control: For the purposes of this agreement, any change of control of the User, whether by merger, acquisition, or otherwise, shall be considered an assignment requiring the prior written consent of Front Office AI. The User agrees to promptly notify Front Office AI in writing of any intended or actual change of control.

11.3 Effect of Assignment: Any permitted assignment or transfer of rights or obligations under this agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. The assignee or transferee shall assume all rights and obligations under this agreement in writing and be bound by its terms.

11.4 No Third-Party Rights: No provision of this agreement is intended, nor shall be interpreted, to confer any rights or benefits upon any third party, whether by operation of law or otherwise.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1 Governing Law and Jurisdiction: This agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to this agreement shall be brought exclusively in the courts of England and Wales, and the parties hereby submit to the personal jurisdiction of such courts.

12.2 Language: The language of this agreement is English, and any translations provided for convenience shall not be binding.

12.3 Notice of Dispute: In the event of any dispute or claim arising out of or relating to this agreement, the aggrieved party shall provide written notice to the other party, specifying the nature of the dispute and a proposed resolution.

13. HELP DESK AND COMMUNICATIONS

13.1 Contacting Support: In the case of questions or issues relating to your access to the Service or specific functionalities, please contact the User who authorised your access to the Software. If you encounter technical problems, we recommend consulting our comprehensive help pages found at https://frontoffice.ai/support/ before reaching out to Front Office AI for further assistance. If you still require technical help, you can email our support team at support@frontoffice.ai.

13.2 Newsfeed Communication: By signing this EULA, you agree that Front Office AI and its partners may occasionally send you content, updates, announcements, and relevant information via the Newsfeed feature within the Software. The content may include but is not limited to product updates, new features, promotional offers, and important notices.

13.3 Opt-out Option: If you prefer not to receive content via the Newsfeed, you can opt-out or manage your Newsfeed preferences within the Software settings or by contacting our support team.

13.4 Agreement Updates: We reserve the right to update this Agreement at any time, with prior notice to you. Any modifications to the Agreement will become effective upon the posting of a revised version, and we will make reasonable efforts to communicate material changes to you via email or notification when you next access the Software. An up-to-date version of this Agreement will be displayed on the website through which you access the Software. By continuing to use and access the Software or Documents after any amendments, you agree to be bound by the updated terms. It is your responsibility to periodically review the terms of this Agreement to stay informed of any amendments.

13.5 Communication: If we need to contact or communicate with you, we will use the most recent email address provided in your user account. Please ensure that your contact information is kept up to date to ensure effective communication between you and frontoffice.ai.

14. MISCELLANEOUS

14.1 This Agreement supersedes and extinguishes all prior agreements, representations (whether oral or written), and understandings and constitutes the entire agreement between you and Front Office AI relating to the Software and the other matters dealt with in this Agreement. Each party acknowledges that it has not entered into this Agreement in reliance on any statement or representation of the other party except to the extent that such statement or representation has been incorporated in this Agreement.

14.2 Nothing contained in this Agreement shall be so construed as to constitute either party to be the agent of the other. Neither party shall have any authority to make any commitments on the other party’s behalf.

14.3 If we fail to insist that you perform any of your obligations under this Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

14.4 You may not assign or transfer any rights or obligations under this Agreement to any other person without our prior written consent. We may transfer our rights and obligations under this Agreement to another organisation, but this will not affect your rights or our obligations under this Agreement.

14.5 If any part or provision of this Agreement is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will remain in full force and effect.

14.6 This Agreement (and any non-contractual disputes or claims arising in connection with it) is governed by the laws of England and Wales and you hereby irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for all disputes arising out of or in connection with this Agreement.