Terms & Conditions This Software as a service agreement hereinafter, the ‘SaaS agreement’ is made and entered into this by and between: INTAJY OU, a limited liability company, whose main office is located at: Estonia Address. Hereinafter referred to as the ‘Provider’ and Customer Name, Hereinafter referred to as the ‘Customer' 1. Definitions Except to the extent expressly provided otherwise, in this Agreement: ‘Proposal” the non-technical document including the scope of work, implementation schedule, list and specification of services to be provided and the financial part) proposed by the provider and accepted by the customer. "Account" means an account enabling a person to access and use the Hosted Services, including both administrator accounts and user accounts. "Agreement" means this agreement including any Schedules, attached approved proposal by the two parties, the attached technical and support specification document of the Intajy platform and any amendments to this Agreement from time to time. "Business Day" means any weekday other than a public holiday in the Republic of Estonia. "Business Hours" means the hours of 09:00 to 14:00 Tallinn Standard Time on a Business Day. "Charges" means the following amounts: (a) the amounts specified on INTAJY OU' partner/product's pricing page; or that included in this agreement (b) such amounts as may be agreed in writing by the parties from time to time. "Customer" means the person or entity who has concluded the Agreement with the Provider; Customer Confidential Information" means: (a) any information disclosed by or on behalf of the Customer to the Provider during the Term OR at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure: (i) was marked or described as "confidential"; or (ii) should have been reasonably understood by the Provider to be confidential; and (b) The Customer Data "Customer Data" means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer. "Documentation" means the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer. "Effective Date" means the date of execution of this Agreement; "Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, failures of the Provider’s hosting provider, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars); "Hosted Services" means the services called Intajy, as detailed on Intajy.com, or as specified in the Intajy platform technical & support specifications document including all platform updates or upgrades made after issuing this document. The hosted services will be made available by the Provider to the Customer as a service via the internet in accordance with this Agreement. "Hosted Services Defect" means a defect, error or bug in the Platform having an adverse effect OR a material adverse effect on the appearance, operation, functionality or performance of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of: (a) any act or omission of the Customer or any person authorized by the Customer to use the Platform or Hosted Services (b) any use of the Platform or Hosted Services contrary to the Documentation, whether by the Customer or by any person authorized by the Customer (c) a failure of the Customer to perform or observe any of its obligations in this Agreement and/or (d) an incompatibility between the Platform or Hosted Services and any other system, network, application, program, hardware or software not specified as compatible in the Hosted Services Specification "Hosted Services Specification" means the specification of Intajy Platform and Hosted Services mentioned in the website Intajy.com, or in the attached technical and support specification document "Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or un-registrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, topography rights and rights in designs). "Maintenance Services" means the general maintenance of the Platform and Hosted Services, and the application of Updates and Upgrades. "Permitted Purpose" means the distribution, management and scheduling of (not production) educational content and communication with customers (learners) and content producers (instructors) with the goal of facilitating the delivery of training services and/or selling an educational product and/or educational service; "Reputable" means any organization having a positive mention in a reputable local, national, regional, or international publication, media outlet, or in any official governmental document "Platform" means Intajy platform that is owned, developed and managed by the Provider and used by the Provider to provide the Hosted Services. "Services" means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under this Agreement. "Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services. "Supported Web Browser" means the current release from time to time of Google Chrome, or any other web browser that the Provider agrees in writing shall be supported; "Update" means a hotfix, patch or minor version update to any Platform software. "Upgrade" means a major version upgrade of any Platform software. 2. Agreement This Agreement shall come into force upon the Effective Date (01/05/2019) 2.1 This agreement shall be in place for a period of 1 year from effective date and can be renewed on mutual agreement, subject to termination in accordance with Clause 13. 3. Hosted Services 3.1 The Provider makes available an interface that allows the Customer to create an Account with login details for that Account, or the Provider shall create an Account (or accounts) for the Customer and shall provide to the Customer login details for that Account on or promptly following the Effective Date. 3.2 The Provider hereby grants to the Customer a worldwide, non-exclusive license to use the Hosted Services by means of a Supported Web Browser for the business purposes of the Customer in accordance with the Documentation during the Term. 3.3 The Customer shall use reasonable endeavours, including reasonable security measures relating to administrator Account access details, to ensure that no unauthorized person may gain access to the Hosted Services using an administrator Account. 3.4 The Provider shall use all reasonable endeavours to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability. 3.5 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement: (a) a Force Majeure Event (b) a fault or failure of the internet or any public telecommunications network (c) a fault or failure of the Customer's computer systems or networks (d) scheduled maintenance carried out in accordance with this Agreement (e) a fault, failure or scheduled maintenance of the Provider’s hosting provider; 3.6 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services. 3.7 The Customer must not use the Hosted Services: (a) in any way that is unlawful, illegal, fraudulent or harmful or (b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity 3.8 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term. 3.9 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 90 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis. 3.10 The Provider may apply certain restrictions such as video bandwidth throttling, user data limitations, user access limitations, and any other means necessary to maintain minimum service delivery of the Hosted Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to apply restrictions to the Hosted Services on this basis. 4. Maintenance Services 4.1 The Provider shall provide the Maintenance Services to the Customer during the Term of this agreement. 4.2 The Provider shall where practicable give to the Customer at least 10 Business Days’ prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Hosted Services or are likely to have a material negative impact upon the Hosted Services, without prejudice to the Provider's other notice obligations under this main body of this Agreement. 4.3 The Provider shall give to the Customer at least 10 Business Days’ prior written notice of the application of an Upgrade to the Platform. 4.4 The Provider shall give to the Customer written notice of the application of any security Update to the Platform and at least 10 Business Days’ prior written notice of the application of any non-security Update to the Platform when possible. 4.5 The Provider shall provide the Maintenance Services with reasonable skill and care OR in accordance with the standards of skill and care reasonably expected from a leading service provider in the Provider's industry when possible. 4.6 The Provider may suspend the provision of the Maintenance Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 90 days’ written notice, following the amount becoming overdue, of its intention to suspend the Maintenance Services on this basis. 4.7 The application of Updates and Upgrades to the Platform by the Provider will not introduce any extra cost that the Customer has to pay for. 4.8 Any Updates and Upgrades to the Platform requested by the Customer will introduce an extra cost which is to be determined at the discretion of the Provider that the Customer has to pay for after agreeing on the cost by both parties. 5. Support Services 5.1 The Provider shall provide the Support Services to the Customer during the Term of this agreement. 5.2 The Provider shall make available to the Customer a helpdesk in accordance with the provisions of this main body of this Agreement. 5.3 The Provider shall provide the Support Services with reasonable skill and care OR in accordance with the standards of skill and care reasonably expected from a leading service provider in the Provider's industry. 5.4 The Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Customer must not use the helpdesk for any other purpose. 5.5 The Provider shall respond promptly to all requests for Support Services made by the Customer through the helpdesk. 5.6 The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 90 days' written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis. 5.7 The Provider shall respond only to cases in the helpdesk reported by internal Customer officers, employees, and agents relating strictly to the performance of the Hosted Services in matters pertaining to service administration. Any cases related to student use of the Hosted Services will not be entertained unless the Customer has given due consideration of cause and concluded the latter being impossible to resolve without interference from the Provider. 6. Customer Data 6.1 The Customer hereby grants to the Provider a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under this Agreement. 6.2 The Customer warrants to the Provider that the Customer Data when used by the Provider in accordance with this Agreement will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation in any jurisdiction and under any applicable law. 6.3 The Provider shall create a back-up copy of the Customer Data at a frequency specified in the purchased service level selected by the Customer at the time of purchase, shall ensure that each such copy is sufficient to enable the Provider to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a duration not exceeding that of the previous back-up. 6.4 Within the period of 1 Business Day following receipt of a written request from the Customer, the Provider shall use all reasonable endeavours to restore to the Platform the Customer Data stored in any back-up copy created and stored by the Provider in accordance with Clause 6.3. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration 6.5 The provider will allocate resources to reasonably attempt to provide the Customer with tools or ways that enable the Customer to make a full backup of any data or within the period of 1 Business Day following of a written request from the Customer, the Provider shall provide a full backup of Customer data or the period specified in the service tier purchased by the Customer. 7. No assignment of Intellectual Property Rights 7.1 Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider. 8. Provider's confidentiality obligations 8.1 The Provider must: (a) keep the Customer Confidential Information strictly confidential. (b) not disclose the Customer Confidential Information to any person without the Customer's prior written consent, and then only under conditions of confidentiality approved in writing by the Customer. (c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider's own confidential information of a similar nature, being at least a reasonable degree of care; (d) act in good faith at all times in relation to the Customer Confidential Information and (e) not use any of the Customer Confidential Information for any purpose other than the Permitted Purpose 8.2 Notwithstanding Clause 8.1, the Provider may disclose the Customer Confidential Information to the Provider's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information for the performance of their work with respect to the Permitted Purpose and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information. 8.3 This Clause 8 imposes no obligations upon the Provider with respect to Customer Confidential Information that: (a) is known to the Provider before disclosure under this Agreement and is not subject to any other obligation of confidentiality (b) is or becomes publicly known through no act or default of the Provider (c) is obtained by the Provider from a third party in circumstances where the Provider has no reason to believe that there has been a breach of an obligation of confidentiality 8.4 The restrictions in this Clause 8 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Provider on any recognized stock exchange, or in the case of official interest to acquire the Provider by a third party organization. 8.5 The provisions of this Clause 8 shall continue in force indefinitely following the termination of this Agreement OR for a period of 1 year following the termination of this Agreement, at the end of which period they will cease to have effect. 9. Warranties 9.1 The Provider warrants to the Customer that: (a) The Provider has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement (b) The Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under this Agreement (c) The Provider has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement 9.2 The Provider warrants to the Customer that: (a) The Platform and Hosted Services will conform in all material respects with the Hosted Services Specification. (b) The Platform will incorporate security features reflecting the requirements of good industry practice. 9.3 The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not breach any laws, statutes or regulations applicable under Estonian law. 9.4 The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law. 9.5 If the Provider reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with this Agreement infringes any person's Intellectual Property Rights, the Provider may at its own cost and expense: (a) modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights. (b) procure for the Customer the right to use the Hosted Services in accordance with this Agreement. 9.6 The Customer warrants to the Provider that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement. 9.7 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract. 9.8 The Customer warrants to the Provider that: (a) The Customer has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement (b) The Customer will comply with all applicable legal and regulatory requirements applying to the exercise of the Customer's rights and the fulfilment of the Customer's obligations under this Agreement (c) The Provider has access to all necessary know-how, expertise and funds to engage in and perform its obligations under this Agreement 9.9 The Customer warrants to the Provider that: (a) The Customer's utilization of the Platform and Hosted Services will conform in all material respects with the Provider's Hosted Services Specification and terms and conditions. (b) The customer or any of its customers, internal staff, administrators whom the customer has granted access to use the services offered by the platform will not exploit that usage in any way that breaches any of the security features reflecting the requirements of good industry practice. 9.10 The Customer warrants to the Provider that the Hosted Services, when used by the Customer in accordance with this Agreement, will not breach any laws, statutes or regulations applicable under Estonian law. 9.11 The Customer warrants to the Provider that the Hosted Services, when used by the Customer in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law. 9.12 If the Provider reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with this Agreement infringes any person's Intellectual Property Rights, the Customer may at its own cost and expense: (a) modify the how it utilizes the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights. (b) procure for the Provider the right to use the Hosted Services in accordance with this Agreement. 10. Acknowledgements and warranty limitations 10.1 The Customer acknowledges that complex software is never wholly free from defects, errors, and bugs; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs. 10.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be entirely secure. 10.3 The Customer acknowledges that the Hosted Services are designed to be compatible only with that software and those systems specified as compatible in the Hosted Services Specification and the Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems. 10.4 The Customer acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in this Agreement, the Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person   11. Limitations and exclusions of liability 11.1 Nothing in this Agreement will: (a) limit or exclude any liability for death or personal injury resulting from negligence; (b) limit or exclude any liability for fraud or fraudulent misrepresentation; (c) limit any liabilities in any way that is not permitted under applicable law; or (d) exclude any liabilities that may not be excluded under applicable law. 11.2 The limitations and exclusions of liability set out in this Clause 17 and elsewhere in this Agreement: (a) are subject to Clause 17.1; and (b) govern all liabilities arising under the Agreement or relating to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in the Agreement. 11.3 Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event. 11.4 Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings. 11.5 Neither party shall be liable to the other party in respect of any loss of revenue or income. 11.6 Neither party shall be liable to the other party in respect of any loss of use or production. 11.7 Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities. 11.8 Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software; providing that this Clause 17.8 shall not protect the Provider unless the Provider has fully complied with its obligations under Clause 7.3 and Clause 7.4. 11.9 Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage. 11.10 The liability of the Provider to the Customer under this Agreement in respect of any event or series of related events shall not exceed the total amount paid and payable by the Customer to the Provider under the Agreement in the 12 month period or that of the period specified in the Term of Purchased Subscriptions in the Section of Financial Proposal preceding the commencement of the event or events. 11.11 The aggregate liability of the Provider to the Customer under this Agreement shall not exceed the greater of the total amount paid and payable by the Customer to the Provider under the Agreement. 12. Force Majeure Event 12.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event. 12.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must: (a) promptly notify the other; and (b) inform the other of the period for which it is estimated that such failure or delay will continue. 12.3 A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event. 13. Fees and Payment for Purchased Services 13.1 Fees. The Customer will pay all fees specified in Commercial Proposal or Order Forms. Except as otherwise specified herein or in a Commercial Proposal, (i) fees are based on Services and Content subscriptions purchased and not actual usage, (ii) payment obligations are noncancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term. 13.2 Invoicing and Payment. The Customer will provide the Provider with a valid purchase order or alternative document reasonably acceptable to the Provider. If the Customer provides a purchase order to the Provider, the Customer authorizes the Provider to charge against such Purchase Order for all Purchased Services listed in the Commercial Proposal or Order Form for the initial subscription term and any renewal subscription term(s) as set forth in the Financial Proposal (Term of Purchased Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Commercial Proposal or Order Form. If the Commercial Proposal or Order Form specifies that payment will be by a method other than a credit card, The Customer will be invoiced in advance and otherwise in accordance with the relevant Commercial Proposal or Order Form. Unless otherwise stated in the Commercial Proposal or Order Form, invoiced charges are due net 30 days from the invoice date. The Customer are responsible for providing complete and accurate billing and contact information to The Provider and notifying the Provider of any changes to such information. 13.3 Overdue Charges. If any invoiced amount is not received by the Provider by the due date, then without limiting the Provider rights or remedies, (a) apply any and all measures detailed in Section 3.10 Hosted Services, and/or (b) the Provider may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 13.2 (Invoicing and Payment). 13.4 Suspension of Service and Acceleration. If any amount owing by the Customer under this or any other agreement for the Provider services is 30 or more days overdue (or 10 or more days overdue in the case of amounts the Customer has authorized the Provider to charge to the Customer credit card), The Provider may, without limiting its other rights and remedies, accelerate the Customer unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Platform services to the Customer until such amounts are paid in full. Other than for customers paying by credit card or direct debit whose payment has been declined, The Provider will give the Customer at least 30 days’ prior notice that the Customer account is overdue, in accordance with Section 16 (Notices) for billing notices, before suspending services to the Customer. 13.5 Payment Disputes. The Provider will not exercise rights under Section 13.3 (Overdue Charges) or 13.4 (Suspension of Service and Acceleration) above if the Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute. 13.6 Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). The Customer are responsible for paying all Taxes associated with the Customer's purchases hereunder 14 Termination 14.1 Either party may terminate this Agreement by giving to the other party at least 90 days written notice of termination. 14.2 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of this Agreement. 14.3 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if: (a) the other party or the primary sub-contractor accountable for service delivery: (i) is dissolved (ii) ceases to conduct all (or substantially all) of its business (iii) is or becomes unable to pay its debts as they fall due (iv) is or becomes insolvent or is declared insolvent (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors (vi) amends any of the activities mentioned in its trade license (b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party (c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up other than for the purpose of a solvent company re-organization where the resulting entity will assume all the obligations of the other party under this Agreement. 15. Effects of termination 15.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 6, 8. 15.2 The termination of this Agreement shall not affect the accrued rights of either party. 15.3 Within 30 days following the termination of this Agreement by the Customer for reasons not pertaining to a breach of contract, nor a Force Majeure Event as specified in Clause 12 (a) the Customer must pay to the Provider any Charges in respect of Services included in the full duration of the annual or multi-year contract to the provider before the termination of the Agreement; and (b) the Provider may waive the Customer Charges paid by the Customer to the Provider in respect of Services that were to be provided to the Customer after the termination of the Agreement, without prejudice to the parties' other legal rights. 15.4 Within 30 days following the termination of this Agreement by the Provider for reasons not pertaining to a breach of contract, nor a Force Majeure Event as specified in Clause 12 the Provider must refund to the Customer any Charges paid by the Customer to the Provider in respect of Services that were to be provided to the Customer after the termination of the Agreement, without prejudice to the parties' other legal rights. 16. Notices 16.1 Any notice from one party to the other party under this Agreement must be given by one of the following methods (using the relevant contact details set out above for the Provider, and using the relevant contact details the Customer has provided): (a) delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; (b) sent by recorded signed-for post, in which case the notice shall be deemed to be received 3 Business Days following posting; or (c) sent via electronic mail, providing that if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time. 16.2 These contact details may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 18. 17. Subcontracting 17.1 The Provider may subcontract any of its obligations under this Agreement. 17.2 The Provider shall remain responsible to the Customer for the performance of any subcontracted obligations. 17.3 Notwithstanding any other provision of this Agreement, the Customer acknowledges and agrees that the Provider may subcontract to any reputable third party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform. 18. General 18.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach. 18.2 If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted). 18.3 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties. 18.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement. 18.5 This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party. 18.6 This Agreement shall be governed by and construed in accordance with Estonian law. 18.7 The courts of the Republic of Estonia shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.