These General Terms and Conditions (“General Terms and Conditions”) together with the Schedule Agreements and applicable Order Forms govern the provision and use of the Software Subscriptions, Hosting Services and where applicable Professional Services.

It is agreed by the parties as follows: 
 
1.	Definitions.  Capitalised terms not otherwise defined herein or in a Schedule Agreement shall have the meaning set forth in Appendix 1 these General Terms and Conditions:


2.	Structure 
2.1.	These General Terms and Conditions set out the terms and conditions which, subject to clause 2.4 below, apply to all Schedule Agreements. 
2.2.	In addition to these General Terms and Conditions and the applicable Order Form or Statement of Work and subject to clause 2.4, the provision and use of:
2.2.1.	the Software and related support will be governed by and subject to the terms of the Software Subscription Terms set out in the Software Subscription Schedule; 
2.2.2.	the Hosting Services will be governed by and subject to the terms of the Hosting Services Terms set out in the Hosting Services Schedule; and
2.2.3.	 the Professional Services will be governed by and subject to the terms of the Professional Services Terms set out in the Professional Services Schedule.
2.3.	The Agreement does not create any obligation on Customer to purchase any Software Subscription, Hosting Services and/or Professional Services or Supplier to supply any such Software Subscriptions, Hosting Services and/or Professional Services unless and until the parties have entered into an Order Form or Statement of Work, as applicable, in accordance with section 3.
2.4.	In the event of any inconsistency between the provisions of the General Terms and Conditions and the provisions of any of the Schedules Agreements, the provisions of the Schedule Agreements shall prevail. In the event of any inconsistency between the provisions of the Agreement and the applicable Order Form or Statement of Work, the provision of the Agreement shall prevail except where the Order Form or Statement of Work expressly states that such provisions are to take precedence over the terms of the Agreement. 
2.5.	Where Supplier has expressly agreed in an Order Form or Statement of Work to supply Software subscriptions, Hosting Services and/or Professional Services to Customer for the benefit of any of Customer’s Affiliates, Customer shall be responsible for ensuring that such Affiliates comply with the terms and conditions of the Agreement and shall be liable for the acts and/or omissions of such Affiliates as if they were Customer’s acts and/or omissions.
3.	Ordering  

3.1.	The Customer will place its binding Order for the Software Subscription and where applicable Hosting Services by completing and submitting to Supplier a signed Order Form and the date specified as the effective date of the Order Form shall be the date of the order (“Order Date”). 
3.2.	Acceptance of the Order Form shall be deemed to occur on the date Supplier countersigns the Order Form. 
3.3.	Where Customer is purchasing Services, Customer will place its binding Order for the Services by completing and signing an agreed form of SOW in respect of the Services to be provided. Acceptance of the SOW shall be deemed to occur on the date Supplier countersigns the SOW.
3.4.	Supplier reserves the right at all times to reject any Order, in whole or part, at its sole discretion. No term or condition endorsed on, delivered with, or contained in Customer’s purchase order, confirmation or order, specifications or other document will form part of the Agreement.

4.	Mutual Obligations 

4.1.	Each party shall at all times:
4.1.1.	act diligently and in good faith in its dealing with the other party; and
4.1.2.	comply with all applicable laws and regulations and maintain necessary licenses and consents for and in connection with its obligations under the Agreement.
4.2.	Each party warrants to the other that it has the right to enter into the Agreement.

5.	Customer Obligations
5.1.	Customer shall: 
5.1.1.	provide Supplier with all necessary co-operation and access to such information as may be required by Supplier for the provision of the Software Subscription, Hosting Services and/or Professional Services, as applicable; 
5.1.2.	carry out all other Customer responsibilities set out in the Agreement and the Schedule Agreements in a timely and efficient manner. In the event of any delays in Customer's provision of such assistance Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
5.1.3.	ensure that its employees, agents and subcontractors use the Software and Support Services and the Documentation and where applicable the Hosting Services in accordance with the terms and conditions of the Agreement and shall be responsible for any such users’ breach of the Agreement;
5.1.4.	obtain and shall maintain all necessary licences, consents, and permissions necessary for Supplier, its agents and subcontractors to perform their obligations under the Agreement; 
5.1.5.	ensure that its network and systems comply with the relevant specifications provided by Supplier from time to time; and 
5.1.6.	comply with the additional Customer obligations set out in the Schedule Agreements.

6.	Payment Terms
6.1.	Software Subscription Fees. The Subscription fees set out in the Order Form shall be payable by Customer to Supplier for the Software and related Support Services under and in accordance with the Software Subscription Terms. Unless otherwise expressly agreed in the Order Form, Supplier shall invoice Customer annually in advance for the Subscription Fees for the duration of the Subscription Term with the first invoice being issued on or after the Order Date.
6.2.	Hosting Services Fees.  Where Customer is purchasing Hosting Services, the Hosting Set Up Fees and Hosting Services Fees set out in the applicable Order Form for such Hosting Services shall be payable by Customer to Supplier for the Hosting Services. Unless otherwise expressly stated in the Order Form Supplier shall invoice Customer for
6.2.1.	the Hosting Set Up Fees on or after the applicable Order Date of the applicable Order Form for such Hosting Services, and 
6.2.2.	the Hosting Services Fees quarterly in advance for the duration of the Subscription Term with the first invoice issued on or after the Hosting Services Go-Live Date.
6.3.	Services Fees. Where Customer is purchasing Professional Services, the Services Fees as set out in the applicable SOW shall be payable by Customer to Supplier. Supplier will invoice Customer for such Services Fees as indicated in the applicable SOW and clause 7 of the Professional Services Terms.
6.4.	In the event any new Schedule Agreements are added to the Agreement, the relevant fees and invoicing schedule set out in such agreement and the applicable Order Form will apply for such new Schedule Agreement.
6.5.	All invoices shall be paid in the currency specified in the Order Form and/or SOW in full and without deduction.  Unless otherwise agreed in the Order Form or SOW, as applicable, invoices shall be paid within thirty (30) days of the date of the invoice. 
6.6.	All pricing, Fees and any other fees payable under the Agreement are in each case exclusive of any applicable Taxes which shall be paid by Customer in addition at the relevant statutory rate.
6.7.	 If the Customer reasonably and in good faith disputes any invoice or part of it under the Agreement Customer shall furnish Supplier, no later than the payment due date, with a written explanation of its dispute, together with appropriate supporting documentation. All portions of the invoice not in dispute shall be paid by the payment due date. 
6.8.	Without prejudice to any other rights of Supplier as set out in the Schedule Agreements and to any other rights it may have, Supplier shall be entitled to charge Customer interest at the rate of 4% per annum above the base lending rate of the Bank of England from time to time on any overdue sums from the due date until the date of receipt of payment by Supplier (inclusive).  
6.9.	Supplier is entitled to change its prices for the Software Subscriptions, Hosting Services and/or Professional Services at any time upon two (2) month’s prior written notice to Customer, but no more than once per 12 month period of the Subscription Term. Price increases shall not occur during a pre paid period of the Subscription Term or agreed SoW.

7.	Confidentiality
7.1.	Except as permitted by clause 7.2, each party undertakes that it shall not disclose to any third party any Confidential Information disclosed to it by the other party at any time during the term of the Agreement and for a period of five years after termination or expiration of the Agreement ((except for information which is deemed a trade secret for which the obligations of confidentiality shall continue for as long as such information remains a trade secret).

7.2.	Each party may only disclose the other party’s Confidential Information (i) to its Representatives who need to know such information for the purposes of carrying out its obligations under the Agreement, provided that the disclosing party takes all reasonable steps to ensure its Representatives comply with the confidentiality obligations contained in this clause 7; and (ii) as may be required by law, court order or any governmental or regulatory authority provided that the receiving party shall, to the extent permitted by law, provide the disclosing party with prompt notice of such court order to enable the disclosing party to see a protective order or otherwise prevent or restrict such disclosure. The disclosing party shall be reasonable for its Representatives compliance with the confidentiality obligations set out in this clause.
7.3.	Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in the Agreement are granted to the other party or are to be implied in the Agreement. In particular, no license is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property right held, made, obtained or licensable by either party now or in the future.
7.4.	Notwithstanding the foregoing, the receiving party shall have no liability to the disclosing party with regard to any Confidential Information which the receiving party can prove:
7.4.1.	was in or has entered the public domain at the time it was disclosed through no fault of the receiving party;
7.4.2.	was known to the receiving party, without restriction, at the time of disclosure;
7.4.3.	is disclosed with the prior written approval of the disclosing party;
7.4.4.	was independently developed by the receiving party without any use of the disclosing party’s Confidential Information; or
7.4.5.	becomes known to the receiving party, without restriction, from a source other than the disclosing party, without breach of the Agreement by the receiving party and otherwise not in violation of the disclosing party’s rights.
7.5.	The Customer acknowledges that details of the Software, Hosting Services and Professional Services and the results of any performance tests of such services and any Customer feedback on such software and services, constitute Supplier’s Confidential Information.
8.	Data Protection
8.1.	Each party shall comply with the Applicable Data Protection Laws in connection with the exercise of tis rights and the performance of its obligations under the Agreement.
8.2.	To the extent Supplier processes any personal data (as defined in the Applicable Data Protection Laws), and Supplier is deemed the processor, the parties will set out the types of data, processing and processing duration in the [applicable Order Form/Appendix 3 to these General Terms and Conditions] and Supplier will:
8.2.1.	only process the such Customer Personal Data in accordance with this clause 8 and any other written instructions from Customer and not for its own purposes;
8.2.2.	ensure that people processing the Customer Personal Data are subject to the same duties of confidence as set out in the Agreement and agreed by the parties;
8.2.3.	at the end of the Subscription Term, at Customer’s option, either securely destroy or return such Customer Personal Data to Customer and delete existing copies, except where Supplier is required by law to keep a copy and subject to any rights in the Agreement to use anonymised Customer Data post termination;
8.2.4.	not transfer any such Customer Personal Data outside of the European Economic Area unless it has complied with its applicable obligations under Applicable Data Protection Laws in ensuring adequate safeguards in relation to such transfer; 
8.2.5.	in the event that Supplier receives a request, notification or complaint from a data subject or a regulatory authority which is addressed to, or intended for, Customer, promptly pass on such request, notification, complaint or communication to Customer;
8.2.6.	assist Customer by implementing appropriate technical and organisational measures within its systems and processes to assist with Customer’s obligation to respond to requests from data subjects seeking to exercise their rights under Applicable Data Protection Laws, to conduct a data protection impact assessment under Applicable Data Protection Laws and to consult with regulatory authorities under Applicable Data Protection Laws;
8.2.7.	implement and maintain appropriate technical and organisational measures to protect Customer Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorised or unlawful processing, accidental loss, destruction, damage or theft of Customer Personal Data and having regard to the nature of the Customer Personal Data which is to be protected. As a minimum, these should include any requirements under Applicable Data Protection Laws and the requirements set out in this Agreement and/or an Order Form (as applicable); and
8.2.8.	notify Customer without undue delay if it becomes aware of any accidental, unauthorised or unlawful destruction, loss, alteration, or disclosure of, or access to Customer Personal Data (a “Security Incident”) and provide sufficient detail of the Security Incident for Customer to take action to remedy the Security Incident.

8.3.	 Customer consents to Supplier appointing subprocessors of such Customer Personal Data under the Agreement, provided that Supplier has entered or (as the case may be) will enter with such subprocessors into a written agreement incorporating terms which are the same as or substantially similar to those set out in this clause.  Supplier will make available to Customer a list of its then current subprocessors upon request by Customer. As between Customer and Supplier, Supplier shall remain fully liable for all acts or omissions of any subprocessors appointed by Supplier pursuant to the Agreement and this clause. 

8.4.	 Supplier shall maintain complete and accurate records to demonstrate its compliance with this clause 8 and shall allow Customer and its respective auditors or authorised agents, at Customer’s own cost and expense and upon reasonable prior written notice, to conduct audits or inspections during the term of the Agreement and for 12 months thereafter, which will include providing access to the premises, resources, personnel processor or its sub-processors (if applicable) use in connection with the provision of the Services, and provide all reasonable assistance in order to assist Customer in exercising its audit rights under this clause. Any such audit shall be conducted in a manner that ensures minimum disruption to Supplier’s day to day business operations. The purposes of an audit pursuant to this clause shall be to verify that Supplier and its Sub-processors (if applicable) are processing Customer Personal Data in accordance with the obligations under this Agreement and Applicable Data Protection Law.
8.5.	Customer represents and warrants to Supplier that it has and will maintain in place all necessary and appropriate consents to enable the lawful transfer to and processing by Supplier of any Customer Personal Data for the purposes of this Agreement in compliance with the Applicable Data Protection Laws.

8.6.	 Nothing in the Agreement shall relieve Supplier of its own direct responsibilities and liabilities under Applicable Data Protection Laws.

8.7.	For the purposes of this clause 8 the terms "data controller", "personal data", "process" and "processing" shall have the meaning set out in the Applicable Data Protection Laws and “subprocessors” shall mean the third party subprocessors appointed by Supplier for the processing of Customer Personal Data under this Agreement. 

9.	Intellectual Property
9.1.	Each party shall retain Intellectual Property Rights which existed prior to the Effective Date of the Agreement or are developed independently of the Agreement
9.2.	All Intellectual Property Rights in and to the Supplier Confidential Information, Software,  the Documentation, the Deliverables, Support Services, Hosting Services and Professional Services and all related software, materials and documentation and any software, materials and documents developed under the Agreement (“Supplier IP”) will at all times remain vested in and be the exclusive property of Supplier and its Affiliates or its licensors, as applicable, and Customer shall not acquire in any way any title, rights or ownership or Intellectual Property Rights in such Supplier IP.
9.3.	Nothing in the Agreement shall be construed so as to prevent Supplier from using techniques, ideas and other know-how (including feedback from Customer) gained during the performance of the Agreement in the furtherance of its own business to the extent that such use does not result in a disclosure of Customer Confidential Information in breach of clause 7 or any infringement of any Intellectual Property Rights of Customer (or its licensors).
9.4.	Customer permits Supplier to use its name and logo for purposes of including and displaying Customer’s name and logo on the Supplier website as a customer of Supplier.
9.5.	All Intellectual Property Rights in and to any Customer Materials will at all times remain vested in and be the exclusive property of Customer and Supplier shall not acquire in any way any title, rights or ownership or Intellectual Property Rights in such Customer Materials.

    
10.	Supplier IPR Indemnity
10.1.	Subject to the conditions set out below, Supplier undertakes to defend Customer or, at Supplier’s option, settle any claim or action brought against Customer by a third party alleging that Customer’s use of the Supplier IP in compliance with the Agreement infringes or misappropriates such third party’s copyright or patent (a “Claim Against Customer”), and will indemnify Customer for any damages finally awarded against Customer by a court of competent jurisdiction or a settlement of a Claim Against Customer by Supplier in connection with such claim, provided that Customer:
10.1.1.	provides Supplier with prompt written notice of the Claim Against Customer,
10.1.2.	grants Supplier sole control of the defense and settlement of the Claim Against Customer,
10.1.3.	does not enter into any settlement or compromise of any such Claim Against Customer without Supplier’s prior written consent,
10.1.4.	provides Supplier with all reasonable information and assistance for the Claim against Customer, at Supplier’s expense, and
10.1.5.	uses all commercially reasonable efforts to mitigate any loss, damage or costs related to the Claim Against Customer.

10.2.	If Customer notifies Supplier of a Claim and complies with sub-clauses 10.1.1 to 10.1.5 above or Supplier receives information about an infringement or misappropriation claim related to the Supplier IP, Supplier may at its option and expense:
10.2.1.	replace or modify the affected part of Supplier IP so that it no longer infringes or misappropriates in which case Customer will cease use of the replaced or modified Supplier IP,
10.2.2.	procure a license allowing Customer to continue using the Supplier IP in accordance with this Agreement, or
10.2.3.	terminate this Agreement and reimburse Customer any prepaid fees in respect of the affected Software, Hosting Services or Deliverables covering the remainder of the Subscription Term after the date of termination.

10.3.	Supplier’s defense and indemnification obligations set out in clause 10.1 and 10.2 above do not apply to the extent a Claim arises from:
10.3.1.	Customer Data or any Customer software, hardware or other materials or any other program code created by or for Customer;
10.3.2.	Customer’s use of the Supplier IP in breach of this Agreement or its use of the Supplier IP after the expiry of the Subscription Term; or
10.3.3.	Customer’s use of a version of the Software and/or Deliverable that is no longer current and the alleged infringement would have been avoided by using the latest version which Supplier has made available to Customer.

10.4.	This clause 10 above state Customer’s exclusive remedy and Supplier’s entire liability in respect of any actual or alleged indemnity claim.


11.	Customer IPR Indemnity

11.1.	Customer shall defend Supplier from and against any action or claim that Supplier’s possession or use of Customer Materials (or any part of them) in accordance with the Agreement, infringes the Intellectual Property Rights of any third party (“Claim Against Supplier”) and shall indemnify Supplier from and against any losses incurred by it as a result of or in connection with any such Claim Against Supplier which are (i) agreed in settlement, or (ii) awarded by a court of competent jurisdiction against Supplier as a result of, or in connection with, that Claim Against Supplier.
11.2.	If any Claim against Supplier is made, or in Customer’s reasonable opinion is likely to be made, against Supplier, then Customer will promptly and at its own expense either (i) procure the right to continue using Customer Materials, or (ii) replace or modify Customer Materials to eliminate the infringement.
11.3.	The indemnity given by Customer under this clause 11 shall not apply to any infringement resulting from a modification of Customer Materials made by Supplier without Customer consent.

12.	Limitation of Liability
12.1.	This clause 12 applies to the Agreement, including the Schedule Agreements and all Order Forms and where Customer purchases Professional Services, the Statement of Works.  
12.2.	Subject to clauses 12.3 and 12.4 and except for the Professional Services for which a separate liability cap shall apply as set out in the Professional Services Terms (and except for any other separate liability caps which are provided in any additional Schedule Agreements agreed and added by the parties after the Effective Date),  the aggregate liability of Supplier for or in respect of any loss or damage suffered by the Customer (whether due to breach of contract, tort (including negligence) or otherwise) under or in connection with the Agreement shall limited to the total Subscription Fees and Hosting Service Fees paid by Customer in the 12 month period preceding the date the claim arose. 
12.3.	The exclusions in this clause 12 shall apply to the fullest extent permissible at law but neither party excludes liability for: (i) death or personal injury caused by the negligence of such party, its officers, employees, contractors or agents; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be excluded by law.
12.4.	Neither party shall have liability for any special, indirect or consequential losses or damages of any kind which may be suffered by the other party (or any person claiming under or through the other party) in connection with the Agreement or for loss of profits, anticipated savings, business opportunity, goodwill, or data (including corruption of or damage to data), whether or not such losses or damages are foreseeable; and whether the same arise in contract, tort (including negligence) or otherwise.    
12.5.	Neither party shall have any liability to the other party under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving its workforce or any other party), failure of a utility service or transport or telecommunications network, injunction or compliance with governmental laws, regulations or orders, act of God, war, riot, civil commotion, malicious damage, fire, flood or storm (“Force Majeure Event”). The affected party shall provide the other party with notice of a Force Majeure Event and its expected duration.  
12.6.	Nothing in this Agreement or any Schedule Agreement shall exclude or restrict Customer’s liability for:
12.6.1.	failure to pay any Fees when due; or
12.6.2.	any breach of or infringement of Supplier’s Intellectual Property Rights.
12.7.	Supplier shall have no liability for any losses or damages caused by the Customer’s delay or failure to timely provide any required information or to fulfil its obligations under the Agreement.   
 
12.8.	Except as expressly and specifically provided in the Agreement, all warranties, conditions and other terms implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from the Agreement.
12.9.	The additional exclusions of liability set out in the relevant Schedule Agreements shall also apply to the Agreement.   This clause 12 shall survive any expiration or termination of the Agreement and/or any Schedule Agreement. 


13.	Term and Termination

13.1.	The Agreement is effective as of the Effective Date and shall continue indefinitely until terminated in accordance with this clause. 
13.2.	The Agreement (excluding any valid Order Forms in effect at the time of issuing termination notice and the related Schedule Agreements) may be terminated at any time by either party on one (1) month’s prior written notice to the other. Termination of the Agreement shall not affect any valid Order Forms and related Schedule Agreement(s) in effect at the time of issuance of termination notice which shall continue in force until they expire or are terminated in accordance with their own termination provisions and the General Terms and Conditions shall continue to apply to such Schedule Agreements until their expiration or termination.
13.3.	The Agreement or any individual Schedule Agreement may be terminated:
13.3.1.	immediately at any time by either party on written notice to the other if the other commits a material breach of the Agreement and/or Schedule Agreement and such breach is not remediable or is not remedied within thirty days of written notice requiring that party to do so;
13.3.2.	in accordance with any terms set out in the relevant Schedule Agreement.
13.4.	Either party may terminate this Agreement and any Schedule Agreement immediately if:
13.4.1.	a voluntary arrangement is approved, or an administration order is made, or receiver or administrative receiver is appointed over any of the other party’s assets or undertaking or resolution or petition to wind up the other party is passed or presented (other than for the purposes of amalgamation or reconstruction) or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding up petition or make a winding up order; or
13.4.2.	the other takes or suffers any action similar to any of the above in any jurisdiction; or
13.4.3.	the other party is subject to a Force Majeure Event which continues for [30] consecutive days or more.
13.5.	Supplier may terminate or suspend performance of a Schedule Agreement if Customer has failed to pay any amount due under that Schedule Agreement within fourteen (14) days of the due date.
13.6.	Except as otherwise provided in the Schedules, Termination of a Schedule Agreement will not operate to terminate any other Schedule Agreement or this Agreement.
13.7.	On termination of the Agreement and/or any Schedule Agreement for any reason:
13.7.1.	Customer will immediately pay all outstanding Fees due or to become due to Supplier’s under the Agreement and/or relevant Schedule Agreement(s) and in respect of the Software Subscriptions, the Subscription Fees covering the then current Initial Subscription Term or Renewal Period, as applicable; 
13.7.2.	all licences granted to Customer under the Agreement and/or relevant Schedule Agreement(s) shall automatically terminate;
13.7.3.	each party will promptly return or, at the other party’s option, destroy any materials (including any Documentation) relating to the Agreement and/or Schedule Agreement(s) to the extent that they contain Confidential Information of the other party together with all copies thereof;
13.7.4.	each party will promptly delete all electronic copies of the other party’s Confidential Information relating to the Agreement; and
13.7.5.	the accrued rights and liabilities of the parties under the Contract will not be affected.
13.8.	Each party shall procure that any third party to whom it has disclosed Confidential Information complies with the obligations under clauses 13.7.3 and 13.7.4.
13.9.	Each party’s obligations under clauses 13.7.3 and 13.7.4 shall not extend to circumstances where a party is required to retain a copy of Confidential Information for auditory or regulatory purposes provided that such copies are kept confidential in accordance with clause 7.
13.10.	On termination of this Agreement or any Schedule Agreement, clause 7,9, 12 and 16 and any other clause which expressly or by implication are to survive termination will survive termination.

13.11.	Immediately upon expiration or termination of the Agreement, other than in accordance with clause 13.2, , Customer shall cease use of the Software, Hosting Services and Services and comply with the termination obligations set out in the Schedule Agreements.

14.	Anti-Bribery 
14.1.	Neither party shall, directly or indirectly, offer or give or agree to give any person acting for or on behalf of the other party any gift or consideration of any kind as an inducement or reward for doing or omitting to do any act in relation to the Agreement.

15.	Dispute Resolution

15.1.	The parties agree to use their best efforts to resolve any Dispute through good faith negotiations.  
15.2.	If the Dispute is not resolved within twenty one (21) days of written particulars of the dispute being notified to the other party, the parties will then refer the matter to their respective Chief Executive Officers (or their nominees) for resolution.
15.3.		If the parties do not resolve the Dispute pursuant within a further fourteen (14) days following escalation to the parties respective Chief Executive Officers (or their nominees), either party may commence or continue court proceedings in respect of such unresolved Dispute. 
15.4.	Nothing in these General Terms and Conditions prevents either party from making an application to a court for equitable relief where damages alone would not be an adequate remedy for breach of the terms of the Agreement. 


16.	General     

16.1.	This clause 16 applies to the Agreement, including all Schedule Agreements, Order Forms and Statements of Work (as applicable).

16.2.	Entire Agreement. The Agreement, including the Schedule Agreements and all Order Form(s) and Statements of Work (as applicable) set out the entire agreement and understanding between the parties and supersede any previous agreement between the parties relating to their subject matter.  Unless otherwise expressly agreed in writing, the Agreement applies in place of and prevails over any terms or conditions contained in or referred to in any correspondence or elsewhere or implied by trade custom or course of dealing.  Any general terms of business or other terms and conditions of any order or other document issued by the Customer in connection with the Agreement shall not be binding on Supplier. In entering into the Agreement, the Customer acknowledges and agrees that it has not relied on any representations made by Supplier except as set forth in the Agreement.  Any such representations are excluded.  Nothing in this section shall limit liability for any representations made fraudulently.   
16.3.	Waiver. A waiver of any right under the Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.  Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.    
16.4.	Invalid provisions. If any provision (or part of a provision) of the Agreement 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.   
16.5.	Governing Law and Jurisdiction.	The Agreement will for all purposes be solely and exclusively governed, construed and enforced in accordance with the laws of England and Wales (without regard to the conflicts of law provisions thereof).  Both parties submit to the exclusive jurisdiction of the courts of England.    
16.6.	Third Party Rights.  A person who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 (the "Act") to enforce, or to enjoy the benefit of, any term of the Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from the Act or that is expressly provided for under the Agreement. 
16.7.	Sub-contracting and Assignment. The Customer may not assign or otherwise transfer the Agreement or any of the Customer rights or obligations or purport to do any such acts under them to any third party without Supplier’s prior written consent. Supplier shall have the right, upon written notice to the Customer, to assign the Agreement and/or any of its Schedule Agreement to any of its Associated Companies, or to an entity resulting from a merger, acquisition or other business reorganisation of Supplier’s business.  In addition, Supplier shall have the right to sub-contract any of its obligations hereunder to a third party, provided that it shall continue to remain responsible for the performance of Supplier Services provided hereunder.  Any attempted assignment, sub-contracting or other transfer in violation of this provision shall be null and void.   
16.8.	No partnership or agency. The parties are independent business and not principal and agent, partner, or employer and employee. Nothing in the Agreement 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).   
16.9.	Non-solicitation. Each party agrees that it will not at any time either during term of the Agreement or for a period of six (6) months following its termination without the prior written consent of the other directly or indirectly entice or solicit or endeavour to entice or solicit away from the other party any employee or consultant with whom that party has dealt with in connection with the Agreement. 
16.10.	Notices. Any notice required or permitted under the terms of the Agreement or required by law must be in writing and must be: (a) delivered in person; (b) sent by registered mail return receipt requested; or (c) sent by overnight air courier; or (d) transmitted by facsimile; in each case forwarded to the appropriate address set forth herein. Either party may change its address for notice by written notice to the other party. Notices will be considered to have been given at the time of actual delivery in person, or three (3) business days after posting, or one (1) day after (i) delivery to an overnight air courier service or (ii) the moment of transmission by facsimile with receipt of such facsimile confirmed by telephone by the intended recipient.   
16.11.	Variations. Save as otherwise expressly stated in the Agreement, the Agreement may only be modified or varied in writing executed by duly authorised representatives of both parties.    
16.12.	Export Control. The Supplier Software and related services, the related documentation and any other Supplier materials are subject to the export control laws of various countries, including without limitation the laws of the United States and the UK. The Customer agrees that it will not submit the Supplier Services, related documentation or other Supplier materials to any government agency for licensing consideration or other regulatory approval without Supplier’s prior written consent and will not export the Supplier Services, related documentation or other Supplier materials to countries, persons or entities prohibited by such laws. The Customer shall also be responsible for complying with all applicable governmental regulations of the country where it is registered, and any foreign countries with respect to the use of the Supplier Services, related documentation or other Supplier materials by the Customer and its users. The Customer will not engage in any activity that would cause Supplier to be in violation of any such export control laws and regulations.