Licence Terms

The Contract shall be deemed formed, and these Licence Terms shall be deemed irrevocably accepted by you, on the earlier of (i) THELONIOUS’s acceptance of any Term Sheet issued to you and returned, signed or accepted by you; and (ii) your commencement of usage of the Platform at any time. No other terms or conditions other than the Licence Terms and any terms included in a Term Sheet and issued to you by THELONIOUS shall apply or govern the relationship between us and any and all other terms not set out herein or by THELONIOUS in a Term Sheet shall be deemed superseded hereby. No attempt to introduce any other terms or conditions will be effective unless documented as a formal variation consented to in writing by a duly authorised representative of THELONIOUS. In the event of any conflict between these Licence Terms and any Term Sheet, the terms of any Term Sheet shall prevail. In the event of any conflict between any Term Sheet, the terms of any Full Licence Term Sheet shall prevail over the terms of any Trial Term Sheet.

Subject to the restrictions set out in this clause 2 and the other Licence Terms and the terms of any Term Sheet, THELONIOUS hereby grants to you a non-exclusive, non-sublicensable, non-transferable licence to permit your employee or officers (as identified in writing to THELONIOUS) (“Authorised Users”) to use the AI intelligence software (the “Software”) and ancillary documentation (“Documentation”) provided from time to time by THELONIOUS in connection with the Platform only during the Initial Licence Period set out in a Term Sheet and thereafter, on an annually renewing basis (each annual renewal being a “Renewal Term”), until terminated in accordance with these Licence Terms (collectively, the “Licence Term”) and only for your internal business purposes.

You must pay the Initial Fee upon signing the Term Sheet and any applicable Fee per Authorised User in advance on the payment frequency basis set out in the Term Sheet. THELONIOUS will issue invoices to you accordingly. All Fees per Additional User must be paid within 7 calendar days of issuance of a relevant invoice in respect of the same to you by THELONIOUS. You must ensure all Fees payable pursuant to the Contract are paid promptly when due, in cleared funds in the currency in which they are invoiced to you by THELONIOUS, and without any deduction, reduction or set off of any kind. Any applicable value added or other sales taxes will be added to the Fees stated in any Term Sheet unless expressly stated to be included in the relevant Term Sheet. In the event that the licence granted pursuant to the Contract continues beyond the Initial Licence Period set out in a Term Sheet, the Fees payable by you hereunder shall be increased on each anniversary of the Licence Commencement Date (as set out in the relevant Term Sheet) by such amount (i) as is agreed between us, or, failing such agreement prior to the date which is 30 days prior to expiry of the Initial Licence Period or any Renewal Period, (ii) an amount equal to 5% of the then-current Fees per annum.

You shall ensure that the Authorised Users use the Platform, Software and Documentation in accordance with the Licence Terms and shall be responsible for any Authorised User’s acts or omissions in connection with use of the same, including any breach of the Contract, as if such acts, omissions or breaches were your act or omission. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform, Software and/or the Documentation and shall take appropriate security measures accordingly. In the event of any such unauthorised access or use, you undertake to promptly notify THELONIOUS, providing full details of the same and all such cooperation and assistance as THELONIOUS may reasonably require, at your own cost.

You shall also ensure that you comply with all applicable laws and regulations at all times, including but not limited to any data protection requirements and ensuring that your usage of the Platform, Software and Documentation as contemplated in the Contract does not give rise to any infringement of any third party’s rights or any breach of any contractual, statutory or regulatory obligation. You shall obtain and maintain at all times all necessary rights, licences, authority and consents necessary or desirable to use the Platform, Software and Documentation and to share any and all data and information with, or make requests of, the Platform, THELONIOUS and its systems. THELONIOUS reserves the right to use and re-use as it sees fit in its sole and absolute discretion any and all skills, data (other than personal data), findings, learnings, expertise, knowledge and know-how gained and/or arising from providing access to or use of the Platform for or by you or any Authorised User and otherwise from the Platform’s operation, to which you irrevocably consent.

Except as may be allowed by any applicable law which is incapable of exclusion by agreement between us, you must not:

1. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form the Software or any part of it;
2. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any part of the Platform, Documentation or Software (as applicable) in any form or media or by any means except to the extent expressly permitted under these Licence Terms;
3. access all or any part of the Platform or Software in order to build a product or service which competes with THELONIOUS or the Platform;
4. use the Platform, Software or Documentation for the benefit of any person other than you, without express prior written agreement from THELONIOUS; or
5. license, sell, resell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform, Documentation or Software available to any third party except the Authorised Users.

Following payment of any Initial Fee and the first Fees due under the Contract, THELONIOUS shall provide you with unique user codes for each named Authorised User identified in writing to THELONIOUS. Such codes are non-transferable and must only be used by the named Authorised User. You shall ensure that this is the case and that all access codes and details relating to access to the Platform, Software and Documentation are kept secure and confidential at all times. In the event of any code being lost, you may request a replacement code. Such request shall be deemed to be an additional Authorised User and the Fee per Additional User set out in the applicable Term Sheet shall apply. Where you wish to swap Authorised Users, you must request the same from THELONIOUS and THELONIOUS will provide you with a new user code for the alternative Authorised User and remove access for the replaced Authorised User. No charge will be applied for such changes. THELONIOUS shall be entitled to audit your (and your Authorised Users’) use of the Platform, Software and Documentation, with which you shall provide all reasonable cooperation and assistance upon request from THELONIOUS. In the event that THELONIOUS detects usage of the Platform or related Software or Documentation by anyone other than an Authorised User or in excess of the number of Authorised Users identified to THELONIOUS in writing by you and agreed in a Term Sheet, THELONIOUS may (i) suspend all access to the Platform, Software and/or Documentation, and/or (ii) charge you the Fee per Additional User set out in the applicable Term Sheet for each such person (or THELONIOUS’ then-current default Fee per Additional User if none is stated in a Term Sheet). In the event of any breach or suspected breach of any of the terms or conditions of the Contract by you, THELONIOUS shall be entitled to immediately suspend all access for you and your Authorised Users until such breach is remedied or resolved, without liability to you of any kind.

You irrevocably accept, acknowledge and agree that THELONIOUS or its licensors (as applicable) own all intellectual property rights of any kind anywhere in the world (including but not limited to the rights to apply for registration, renewal, extension or protection of the same and to enforce the same) in the Platform, the Software and the Documentation. Except as expressly stated herein, the Contract does not grant you or any Authorised User any rights of any kind to, or in, or licences in respect of, the Platform, the Software, the Documentation or any part of them. For the avoidance of doubt, THELONIOUS shall own any and all rights (including but not limited to any intellectual property rights) in relation to or resulting from any changes to Platform content recommended by you or any Authorised User or inputted into the Platform by you or any Authorised User. If and to the extent that you or an Authorised User somehow obtains any rights of any kind in the Platform, the Software or the Documentation, you hereby assign (and shall promptly on request ensure any Authorised User assigns) (by way of present and, where appropriate, future assignment) all such rights (including but not limited to any intellectual property rights) with full title guarantee to THELONIOUS and that you (and they) waive all moral rights in respect of the same.

THELONIOUS hereby warrants to you that the Platform, Software and Documentation are owned or licensed by THELONIOUS and THELONIOUS will defend you against any damages finally awarded against you to a third party as the result of a claim that the possession or use of the Platform, Software or Documentation by you or the Authorised Users in accordance with the terms of the Contract infringes any protected intellectual property right of such third party, provided that: (i) you give prompt notice of any such claim to THELONIOUS, accompanied by all relevant details and information; (ii) you provide all relevant cooperation and assistance to THELONIOUS promptly on request for the same in relation to defending and/or settling any such claim (and you make no admissions of any kind in respect thereof); and (iii) THELONIOUS is given sole and absolute authority to defend or settle such claim.

In the defence or settlement of any such claim, THELONIOUS may procure the right for you to continue using the relevant Platform, Software and/or Documentation affected, may replace or modify the same (or any part of it) so that it becomes non-infringing or, if such remedies are not reasonably available, terminate the Contract on provision of not less than two (2) calendar days’ notice to you, without any additional liability or obligation to pay liquidated damages or other additional costs to you.

In no event shall THELONIOUS, its employees, agents and subcontractors be liable to you to the extent that any such claim is based on: (i) a modification of the Platform, Software and/or Documentation by anyone other than THELONIOUS; (ii) your (and/or your Authorised Users’) use of the Platform, Software and/or Documentation in a manner contrary to the instructions given or rights granted to you by THELONIOUS from time to time or under the Contract; or (iii) your (and/or your Authorised Users’) use of the Platform, Software and/or Documentation after notice of the alleged or actual infringement from any third party or THELONIOUS or any appropriate authority, or you otherwise becoming aware of the possibility of such claim.

This clause 6 states your sole and exclusive rights and remedies and THELONIOUS’ (including THELONIOUS’ employees’, agents’ and subcontractors’) entire obligations in respect of any such claim.

You hereby irrevocably permit and licence THELONIOUS and its group companies to promote and advertise itself or themselves through the use of examples of the use made of the Platform without attribution to you in and on its website, promotional, marketing and other materials solely for the purpose of providing anonymous examples of how the Platform may be used. THELONIOUS will seek your consent before using your logo or brand unless otherwise already agreed in a Term Sheet.

Each party may be given access to information which is not in the public domain, which may be sensitive, proprietary and/or confidential to the other party, whether relating to its business interests, operations or otherwise (“Confidential Information”) from the other party in order to perform its obligations under this Contract or otherwise in connection with this Contract. You acknowledge and accept that the Platform, the Software and the Documentation each constitute part of THELONIOUS’s Confidential Information and that all information and documentation provided by THELONIOUS shall be deemed its Confidential Information. You will ensure that any Confidential Information provided by you to THELONIOUS is clearly marked and identified as such on or in advance of its provision to THELONIOUS. Each party shall hold the other’s Confidential Information in confidence and, unless required by law, shall not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than the performance of this Contract. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Contract.

A party’s Confidential Information shall not be deemed to include information that:

1. is or becomes publicly known other than through any act or omission of the receiving party;
2. was in the other party’s lawful possession before the disclosure;
3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

Other than as set out in this Contract, neither party shall make, or permit any person to make, any public announcement concerning this Contract without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction. This clause 7 shall survive termination of this Agreement, however arising.

Each party shall comply with all applicable data protection laws, regulations and requirements at all times. THELONIOUS will process data in accordance with its current Privacy Policy from time to time, which can be found here: https://birdella.com/thelonious-privacy-policy/. In addition, THELONIOUS shall employ security and organisational methods it deems reasonably appropriate to seek to ensure logical separation of all customer data by individual customer within its databases.

PLEASE NOTE THE FOLLOWING DISCLAIMERS AND EXCLUSIONS OF LIABILITY:

1. THELONIOUS DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM, SOFTWARE AND/OR DOCUMENTATION WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THEY WILL BE AVAILABLE TO BE ACCESSED BY YOU OR AUTHORISED USERS FOR ANY PARTICULAR DURATION OR AT ANY PARTICULAR TIME; OR THAT THE PLATFORM, SOFTWARE AND/OR DOCUMENTATION AND/OR THE INFORMATION OBTAINED BY YOU OR YOUR AUTHORISED USERS THROUGH USAGE OF THE PLATFORM, SOFTWARE AND/OR DOCUMENTATION WILL MEET YOUR OR THEIR REQUIREMENTS OR PRODUCE ANY PARTICULAR RESULT OR BENEFIT.
2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL CONDITIONS, WARRANTIES OR OTHER TERMS NOT SET OUT IN THE CONTRACT WHICH MIGHT HAVE EFFECT BETWEEN THE PARTIES OR BE IMPLIED OR INCORPORATED INTO THIS LICENCE OR ANY COLLATERAL CONTRACT, WHETHER BY STATUTE, COMMON LAW OR OTHERWISE, ARE HEREBY EXCLUDED, INCLUDING THE IMPLIED CONDITIONS, WARRANTIES OR OTHER TERMS AS TO SATISFACTORY QUALITY, FITNESS FOR PURPOSE OR THE USE OF REASONABLE SKILL AND CARE.
3. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL DECISIONS THAT YOU MAY MAKE IN RELATION TO YOUR AND YOUR AUTHORISED USERS’ USAGE OF THE PLATFORM, SOFTWARE AND/OR DOCUMENTATION AND ANY RESULTS OR INFORMATION GENERATED THEREFROM OR RELATING THERETO AND THELONIOUS AND ITS GROUP COMPANIES, OFFICERS, EMPLOYEES AND DIRECTORS SHALL HAVE NO RESPONSIBILITY OR LIABILITY IN CONNECTION WITH OR ARISING OUT OF THE SAME, SAVE AS EXPRESSLY SET OUT HEREIN, AND YOU HEREBY IRREVOCABLY UNDERTAKE TO FULLY INDEMNIFY THELONIOUS AT ALL TIMES IN RESPECT OF ANY LIABILITY, CLAIM, DAMAGES, COSTS OR EXPENSES WHICH MAY ARISE OUT OF OR IN CONNECTION WITH ANY SUCH DECISION MADE BY YOU OR YOUR AUTHORISED USERS.
4. YOU IRREVOCABLY ACCEPT AND ACKNOWLEDGE THAT THE RESULTS DELIVERED VIA THE PLATFORM OR SOFTWARE ARE BASED ON (AND RELY UPON) SUCH CONTENT AS IS ACCESSIBLE BY OUR SYSTEMS FROM TIME TO TIME, THAT THIS CONTENT MAY BE PROVIDED BY THIRD PARTIES WHO MAY WITHDRAW THE SAME AT ANY TIME OR WHO MAY NOT VERIFY THE ACCURACY OF THE CONTENT OR CONTINUING ACCURACY OF THE CONTENT, THAT CERTAIN CONTENT MAY NOT BE AVAILABLE OR SEARCHABLE DUE TO BEING BEHIND PAYWALLS OR OTHER RESTRICTED ACCESS, THAT ANY SEARCH CARRIED OUT WILL ONLY REFERENCE CONTENT AVAILABLE VIA THELONIOUS’S ACCESS SYSTEMS AT THAT TIME AND MAY NOT INCLUDE THE LATEST DEVELOPMENTS OR UP-TO-DATE INFORMATION IF THIS IS NOT READILY AVAILABLE TO THELONIOUS AT THE TIME OF A SEARCH, THAT THERE MAY BE TRANSLATION ERRORS WHERE CONTENT IS AUTOMATICALLY TRANSLATED USING TRANSLATION ENGINES, AND THAT ALL OF THESE FACTORS MAY ADVERSELY AFFECT THE ACCURACY AND COMPLETENESS OF RESULTS SO DELIVERED. THELONIOUS DEPLOYS METHODS IT DEEMS APPROPRIATE IN ORDER TO TRY TO MITIGATE ERRORS WHERE REASONABLY PRACTICABLE BUT DOES NOT GUARANTEE THESE METHODS WILL BE SUCCESSFUL AND SHALL NOT BE LIABLE TO YOU OR AUTHORISED USERS IF THEY ARE NOT. YOU MUST USE YOUR OWN JUDGEMENT AND CAUTION AT ALL TIMES WHEN USING THE PLATFORM, SOFTWARE AND DOCUMENTATION AND WHEN CONSIDERING ANY RESULTS OR INFORMATION PROVIDED THEREBY OR IN RELATION THERETO.
5. YOU FURTHER IRREVOCABLY ACCEPT AND ACKNOWLEDGE THAT THELONIOUS DOES NOT PROVIDE ANY WARRANTY OR REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF THE SOURCE MATERIALS ACCESSED AND USED BY THE PLATFORM OR SOFTWARE IN ITS OPERATIONAL PROCESSES, OR RESULTS OR INFORMATION PROVIDED TO YOU OR YOUR AUTHORISED USERS OR ACCESSIBLE BY YOU OR YOUR AUTHORISED USERS VIA OR IN CONNECTION WITH THE PLATFORM, SOFTWARE OR DOCUMENTATION AND THAT THE SAME, AS WELL AS THE PLATFORM, SOFTWARE AND DOCUMENTATION THEMSELVES, ARE PROVIDED TO YOU ON AN “AS IS” BASIS.
6. YOU MUST ENSURE THAT YOU INDEPENDENTLY VERIFY ANY AND ALL PRECEDENTS, CASES, REGULATIONS, STATUTES OR OTHER APPARENT LEGAL REFERENCES IN ANY RESULTS OR INFORMATION PROVIDED BY OR IN CONNECTION WITH USAGE OF THE PLATFORM, SOFTWARE AND/OR DOCUMENTATION. NEITHER THELONIOUS NOR ITS GROUP COMPANIES, NOR ITS OR THEIR DIRECTORS, EMPLOYEES OR OFFICERS ARE PROVIDING YOU WITH ANY FORM OF ADVICE, WHETHER LEGAL, FINANCIAL OR STRATEGIC, BY ALLOWING YOU ACCESS TO THE PLATFORM, SOFTWARE AND DOCUMENTATION UNDER THE LICENCE TERMS AND THE CONTRACT AND ALL LIABILITY IN RESPECT OF THE SAME IS HEREBY EXPRESSLY EXCLUDED. YOU SHOULD SEEK INDEPENDENT LEGAL, FINANCIAL OR STRATEGIC ADVICE BEFORE TAKING ANY DECISION AND ARE NOT ENTITLED TO RELY UPON THE RESULTS, CONTENT OR OTHER INFORMATION DERIVED FROM OR IN CONNECTION WITH YOUR OR YOUR AUTHORISED USERS’ USAGE OF THE PLATFORM, SOFTWARE AND DOCUMENTATION.
7. NOTHING IN THE CONTRACT LIMITS THELONIOUS’S LIABILITY TO YOU IN RESPECT OF DEATH OR PERSONAL INJURY CAUSED BY THELONIOUS’S NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES OR AGENTS OR IN RESPECT OF FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.
8. SUBJECT TO CLAUSE 9.G. ABOVE, THELONIOUS SHALL NOT BE LIABLE TO YOU UNDER OR IN RELATION TO OR IN CONNECTION WITH THE CONTRACT (WHETHER SUCH LIABILITY ARISES IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) FOR:
   1. ANY LOSS OF PROFIT;
   2. LOSS OF SALES OR BUSINESS;
   3. LOSS OF AGREEMENTS OR CONTRACTS;
   4. LOSS OF ANTICIPATED SAVINGS;
   5. LOSS OF OR DAMAGE TO GOODWILL;
   6. LOSS OF USE OR CORRUPTION OF SOFTWARE, DATA OR INFORMATION,

   (IN EACH CASE WHETHER DIRECT OR INDIRECT), OR FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE, IN EACH CASE REGARDLESS OF WHETHER THE PARTIES WERE AWARE OF THE POSSIBILITY OF SUCH LOSS OR LIABILITY. THE TERM “LOSS” AS USED HEREIN INCLUDES A PARTIAL LOSS OR REDUCTION IN VALUE AS WELL AS A COMPLETE OR TOTAL LOSS. IN ADDITION, THELONIOUS SHALL HAVE NO LIABILITY FOR ANY ACTS OR OMISSIONS OF THELONIOUS WHICH ARE MADE AT YOUR DIRECTION OR REQUEST.

9. SUBJECT TO CLAUSES 9.G. AND 9.H. ABOVE, THELONIOUS’ TOTAL LIABILITY ARISING FROM OR IN CONNECTION WITH THE CONTRACT (AND WHETHER THE LIABILITY ARISES IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL BE LIMITED TO THE AGGREGATE OF ALL FEES PAID BY YOU TO THELONIOUS IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE LIABILITY ARISING.

Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party:

1. fails to pay any sum when due and fails to remedy such failure within 2 days after being notified in writing to do so;
2. commits a material breach of any other term of the Contract where such breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 5 days after being notified in writing to do so; or
3. takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986 or any equivalent legislation, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
4. suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

On termination or expiry of this Contract for any reason:

1. all licenses granted under this Contract shall immediately terminate and you shall immediately cease to, and shall ensure all Authorised Users cease to, use or access the Platform, Software and Documentation;
2. except as otherwise set out in the Contract, each party shall return or destroy or delete and make no further use of any material, equipment, property, and other items (and all copies of them) belonging to the other party; and
3. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced by such termination.

Any notice required to be given under this Agreement shall be in writing and shall be: (i) delivered by hand; (ii) sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes; or (iii) sent by email, in each case to the contact details set out in the Term Sheet, or such other details as either party may notify to the other from time to time. A notice shall be deemed to have been received: (i) if sent by hand, when delivered or (if delivery is not between 9am and 5pm local time at the location of delivery, Monday to Friday excluding public holidays (“Business Hours”)), at the next re-commencement of Business Hours following delivery; (ii) if correctly addressed and sent by pre-paid first-class post or recorded delivery post, three calendar days after posting; or (iii) if sent by email, provided no error or delivery failure message is received, at the time of sending if sent during Business Hours in the place of receipt or, if outside Business Hours in the place of receipt, at the next re-commencement of Business Hours after sending.

12.a  Survival

Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

12.b  Variation

THELONIOUS may amend its Licence Terms from time to time as it deems fit at its sole and absolute discretion. THELONIOUS shall provide you with as much notice of any such changes as is reasonable and in any event no less than thirty (30) days’ prior notice of material changes. Other than as set out above, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.c  No waiver

No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

12.d  Rights and remedies

Except as expressly provided in the Contract, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

12.e  Invalidity

If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

12.f  Entire agreement

The Contract, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether made negligently or innocently and whether in writing or not) of any person (whether party to the Contract or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.

12.g  Assignment

You shall not, without the prior written consent of THELONIOUS (not to be unreasonably withheld or delayed), assign, transfer, charge or deal in any other manner with all or any of its rights or obligations under the Contract. THELONIOUS shall have the right to assign, transfer, charge, novate or otherwise deal with the exercise of its rights and performance of its obligations under the Contract to or with any group company and to subcontract to appropriate third parties (as determined by THELONIOUS acting reasonably).

12.h  No partnership

Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

12.i  Further assurance

Each party will at the request of the other party, at its own cost, do (or procure others to do) everything reasonably necessary to give the other the full effect of the terms of the Contract.

12.j  Dispute resolution

The parties shall attempt, in good faith, to resolve any dispute promptly by negotiation, first by referring such dispute to your contact representative (whose details are provided in the Term Sheet) and the appropriate representative assigned by THELONIOUS for such resolution. If the dispute cannot be resolved by the representatives referred to in this clause within 14 days after the dispute has been referred to them, either party may give notice to the other party in writing (“Dispute Notice”) that a dispute has arisen and within seven days of the date of the Dispute Notice, each party shall refer the dispute to each party’s Chief Executive Officer/ Managing Director/Partner for resolution. Nothing in this clause shall prevent either party from instigating legal proceedings where an order for an injunction, disclosure or legal precedent is required.

12.k  Third party rights

This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

12.l  Governing law

The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England.

12.m  Jurisdiction

Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).