Terms and Conditions

Version 2.1 - Last updated 08.08.2019

Definitions

These words have the following meaning:

“Acquirer” means the financial institution to which your Payment Transactions and Refund instructions are routed for authorisation and settlement;

“Business Energy Solutions Customer” means agreements in which the customer’s energy is supplied by our partner company BES

“Card” means a current valid, credit, debit or charge card for processing under the terms of this Agreement;

“Charges” means any and all of the charges set out on the front sheet of the Agreement;

Consumables” means batteries, paper rolls, printer ink or cartridges, all power and other accessories or similar items required or desired for operation of the Payment Processing Facilities;

“Minimum Term” means the ‘Minimum Term’ as shown on the front sheet of the Agreement;

“Network” is the PSTN, Broadband or mobile telephone network upon which Payment

Processing Facilities will operate;

“Payment Processing Facilities” means each of the Payment Terminals; mPOS Systems and/or Gateway Systems described on the front sheet of the Agreement and provided to you by us for the purpose of processing Payment Transactions hereunder and subject to the terms of the Agreement;

“Payment Transaction” means a Card transaction processed with the intention of a Cardholder incurring a liability resulting in monies being received from the Card issuer to your Acquirer

and credited to your bank account;

“Personal Information” means information (in any reproducible format) which relates to a Cardholder or other identifiable individual, whether supplied by you for processing by us or whether generated by us in the course of performing our obligations under the Agreement. This information may include some or all of the following information: Cardholder name and all data encoded on a Cardholder’s Card;

“Refund” means a Card transaction which has been processed with the intention of monies being remitted to the Cardholder’s Card account;

“Services” means each of the services, including the additional services & features, selected on the front sheet of the Agreement and more particularly described below which includes the submission to an Acquirer of Card Transactions together with the provision of the necessary interface, including gateway services, through which authorisation and submission to an Acquirer of Card Transactions takes place;

“SIM card” means any card provided by us to be used with the Payment Processing Facilities;

 

  1. Agreement

1.1.  We agree to provide you with the Payment Processing Facilities and to provide the Services for the Minimum Term and thereafter unless and until the Agreement is terminated in accordance with Clause 8. The Payment Processing Facilities are supplied to you for the sole purpose of effecting Payment Transactions and Refunds.

1.2.  You agree to pay the Charges on or before the due date for payment for the duration of the Minimum Term and thereafter unless and until the Agreement is terminated in accordance with Clause 8.  You are deemed to accept these terms conditions when you sign the Agreement. You will pay us VAT on any sums due under the Agreement at the prevailing rate from time to time.

1.3.  After the end of the Minimum Term, the Agreement and the Services shall continue, unless and until the Agreement is terminated in accordance with Clause 8.

1.4  We may suspend all or any part of the Services (and all other services we provide to you under any other agreement) until any payment of the Charges due and owing has been made in full.

1.5  All amounts due by you under the Agreement shall be paid in full to us without any set- off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). We may, without prejudice to any other rights we may have, set off any liability of you to us against any liability of us to you.

1.6.  You must not record in any format or allow access by or disclose to any third party any Personal Information other than as permitted by the terms of the Agreement.

1.7.  You must pay all Charges by direct debit on the due date for payment and this is an essential condition of this Agreement. If Charges or other sums due to us by you are not paid when due, we can suspend or terminate some or all of the Services and charge you interest on what you owe at 3% per annum above the base rate of The Royal Bank of Scotland from time to time from the due date the relevant amount fell due until you pay. You agree that if you do not pay any sum by the due date for payment, you will be in breach of the Agreement and we can terminate the Agreement immediately upon notice to you. These rights are in addition to any other legal rights we may have, which we may also rely upon.

1.8    We reserve the right to charge you (and you shall pay to us upon demand) a fee if you cancel your direct debit arrangements and do not immediately replace with alternative direct debit arrangements and this will be charged at £1 a day until the direct debit arrangement is reinstated or replaced.

1.9    We reserve the right to charge you (and you shall pay to us upon demand) a fee of £20.00 to reactivate the Services if any part of the Services have been suspended by us due to the late payment by you of any sum payable under the Agreement. 

1.10  You remain liable to pay the Charges and all other sums due under the Agreement in the event that the Acquirer suspends or terminates its services to you for any reason whatsoever.

1.11  If your Acquirer is Borgun, We will collect any monies owing from Your Minimum Monthly Charge on behalf of Borgun via Your Direct Debit in place with Us and in accordance with the Payment Dates and Clause 8.3.2

 

  1. Services

If selected on the front sheet of the Agreement and subject to due payment of the relevant Charges, we agree to provide the Services as follows:

2.1. Airtime Service

2.1.1. To fit a SIM card into and configure each Payment Terminal and/or mPOS System;

2.1.2. To arrange continuous connection to a suitable Network (subject to Clause 3 below);

2.1.3. Charges in respect of such airtime service are subject to change after the first twelve months of the Agreement, if the Network provider increases the cost to us.

2.2. Terminal & Transaction Processing Services

2.2.1. To configure the Payment Processing Facilities with appropriate software for the processing of Payment Transactions and Refunds by any Card capable of being accepted by you under the terms of your agreement with an Acquirer;

2.2.2. To provide software upgrades from time to time;

2.2.3. To ensure secure routing for Card authorisations and Payment Transactions to and from your Acquirer.

2.3. Help Desk and Support Service

2.3.1. To provide a help desk service on the telephone number shown on the front sheet of the Agreement, available between the hours of 9.00 am and 5.00 pm (UK time) on Business Days.

2.4. PCI Compliance

2.4.1 The Charges are subject to change based on your compliance and enrolment status. You will reimburse us upon demand for any fines, liabilities costs, expenses or associated fees imposed by the Acquirer on us or otherwise incurred by us relating to a Card data security breach or incident

2.5. 24hr Swap Out

2.5.1. In accordance with our obligations to provide the Airtime Service (2.1) and the Terminal & Transaction Processing Services (2.2), if a Payment Terminal or an mPOS System develops a fault, we will, unless prevented by circumstances outside our control, provide a replacement Payment Terminal or mPOS System within 24 hours. You acknowledge that this target response time is our service level goal and we do not warrant that any particular replacement shall be made within 24 hours.

2.5.2. Any replacement Payment Terminal or mPOS System shall be provided configured for your use and will be of a similar or improved specification, but may be new or refurbished.

2.5.3. Our repair services under this Clause 2.5 shall not extend to accidental damage to a

Payment Terminal or mPOS System nor in respect of any damage caused to a Payment Terminal or mPOS System or any part thereof though misuse or malicious damage, or for theft or loss of a Payment Terminal or mPOS System, nor to faults in respect of batteries or battery packs, Network outages or to any third-party device or attachment that is not provided by us

2.5.4. We shall be entitled to levy a charge in respect of a Payment Terminal or mPOS System, which upon inspection, is not found to be faulty or is otherwise excluded from the repair service pursuant to Clause 2.5.3 above.

2.6. Payment Processing Facilities

2.6.1. The Payment Processing Facilities are provided to you without charge for the purpose of carrying out Payment Transactions (and for no other purpose) and in consideration of your agreement to utilise our Services for the Minimum Term.

2.7   We auto-enrol all customers provided with Payment Terminal for access to their Payment Terminal provider’s online portal at a monthly charge of £4.00 unless you contact us to inform us you do not wish to have the additional service and wish to opt out.

2.8 We auto-enrol all customers provided with a till subscription at a monthly charge of £4.00 unless you contact us to inform us you do not wish to have the additional service and wish to opt out.

 

  1. Network Service Limitations

3.1.  We will always try to make our Services available to you, but sometimes they may be affected by things beyond our control, including (inter alia) the availability of the Network. We may suspend certain Services, but will endeavour to give as much notice as practical.

3.2.  You warrant to us that you will:

3.2.1. not copy or modify any software, upgrades or other intellectual property relating to the Payment Processing Facilities or the Services without our specific prior written consent;

3.2.2. not use the Payment Processing Facilities for or to access anything illegal, immoral or improper;

3.2.3. use the Services only with the Payment Processing Facilities and any SIM cards provided for use with the Network (and which have not been lost or stolen) and in accordance with all relevant laws and rules;

3.2.4. use the Payment Processing Facilities and each Sim card only for the purposes of processing Payment Transactions or Refunds and no other purpose and not otherwise modify or remove a Sim Card from the Payment Processing Facilities;

3.2.6. follow all reasonable instructions that we may give you in relation to the Services;

3.2.7. The performance of a Payment Terminal is dependent upon it being in range of base stations forming part of the Network.

3.3.  Your payment obligations shall not be affected by any unavailability of the Services.

 

  1. Operational Terms

4.1.  You hereby agree throughout the duration of this Agreement:

4.2.  to use the Payment Processing Facilities in accordance with any operating instructions (including as to care and maintenance of your Payment Processing Facilities) only for the purpose of effecting Payment Transactions and Refunds in accordance with our instructions; and

4.3.  to keep the Payment Processing Facilities in your own possession in the United Kingdom and not to alter, sell or lend them to a third party without our prior written consent. The purpose of this provision is to assist us in our own security and fraud prevention measures; and

4.4.  to indemnify and keep us fully indemnified at all times against all losses, actions, claims, demands, costs or expenses arising directly or indirectly from (i) your use of the Services, (ii) your use, operation, condition or maintenance of the Payment Processing Facilities; and (iii) your failure to carry out any obligation under this Agreement.

 

  1. Our Rights and Obligations

5.1 We shall use reasonable endeavours to provide the Services to you, in accordance (in all material respects) with this Agreement.

5.2 We shall be entitled to suspend the Services (or any part thereof) at any time with immediate effect:

5.2.1 for operational reasons such as repair, maintenance or improvement provided that we shall endeavour to give you as much as notice as is reasonably possible before doing so and shall restore the Service as soon as reasonably practicable following any such suspension;

5.2.2 where we reasonably believe that the continued provision of the Services represents a threat or potential threat to the operation, security or functionality of any or all of the following (or any part thereof):

  1. i. the integrity of any computer server hardware;
  2. ii. your Equipment;

iii. the systems or operations of any third party;

  1. i any aspect of services provided to a third party by us or our service providers; or
  2. where we identify or reasonably suspect any out of character traffic profile attributable or connected to the utilisation of the Services by you.

The right to suspend is designed to protect the Service (including inter alia) from risks such as a distributed denial of service and all commercially reasonable steps will be taken to maintain the service.

5.3 We reserve the right to amend the provision of the Services if required by any applicable statutory or regulatory requirements, law or industry standard (including without limitation PCI standards, guidelines or best practice).

5.4 We shall be entitled to change the technical specification of the Services for purely operational reasons provided that any change to technical specification will not materially reduce the performance of the Services.

5.5 We shall use reasonable endeavours to perform the Services with a reasonable level of care, skill and diligence in accordance with common practice in our industry, profession or trade, including the PCI:DSS.

5.6 We shall have the right, at any time, and for any reason whatsoever to decline to allow any prospective third-party customer, (for example, a customer of yours who may wish to use the you as a payments bureau), to utilise the Services or any part thereof.

5.7 The Services shall not include training of personnel utilised by you.

5.8 Any additional services, not specified in the Agreement may be requested by you in accordance with Clause 11.

 

  1. Your Obligations

6.1 You shall:

6.1.1 co-operate with us (and our sub-contractors and service suppliers) in all matters relating to the Services;

6.1.2 provide access to premises, equipment and data, and other facilities as may reasonably be requested by us for the purpose of providing the Services;

6.1.3 if applicable, be responsible (at your own cost) for providing the telecommunications services and your correctly configured equipment that is needed to connect to the Services;

6.1.4 provide to us, in a timely manner, such information as we may reasonably require to ensure the safe and compliant provision and performance of the Services;

6.1.5 provide details of a systems administrator who, on your behalf who will be familiar with the Services and available to be contacted by us, and to provide details of any change to the contact details of the system administrators;

6.1.6 unless otherwise agreed to be performed by us, be responsible for configuration and management of access to the Services including configuration of network, firewall, DNS, routers and any personal computers as well as any integration of the Service into a website or call centre application;

6.1.7 allow us to incorporate your information into our databases;

6.1.8 where material compliance issues in your processes are identified, you shall implement the recommendations given by us or our own appointed PCI Qualified Security Assessor in relation to the Services;

6.1.9 deliver, obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services and the use by us of any of your information;

6.1.10 comply with all legislation and instructions or guidelines issued by any regulatory authority, relevant licensees and any other codes of practice that apply to you and that relate to the provision of your information or in any way in relation to the Services (including without limitation any PCI Standards);

6.1.11 take responsibility of becoming PCI-DSS compliant; failure to become compliant will result in a monthly non-compliance fee being payable by you until compliance has been completed;

6.1.12 be responsible for the security and proper use of all user identities (“User IDs”) and    passwords in connection with the Payment Processing Facilities and Services (including changing passwords on a regular basis) and ensure that User IDs are kept confidential, secure, used properly and not disclosed to any unauthorised person and to inform us immediately if there has been (or is likely to be) a breach of security or misuse of the Service;

6.1.13 promptly change any or all of the passwords used in connection with the Service when requested to do so by us where we reasonably believe that there is or is likely to be a breach of security or misuse of the Services or the Payment Processing Facilities;

6.1.14 promptly inform us if any of the information supplied on or in relation to the online registration for changes;

6.1.15 not store card details in any medium or format whatsoever whether in plain text or encrypted form. Where you, with the agreement of your Acquirer, needs to store card details on your systems whether in plain text or encrypted form, you agree to notify us in order to be assessed for your adherence to PCI-DSS. In such a case, you will be authorised by us to maintain a store of card numbers only if those aspects of your systems have a current PCI-DSS class 1 approval, in which case the annual certificate from your PCI Qualified Security Assessor must be provided to us without delay;

6.1.16 only access the Services as permitted by the Agreement and shall not make any attempt to circumvent the system security of the Services or those of us at any time;

6.1.17 immediately notify us if you become aware of any unauthorised use of all or any part of the Services;

6.1.18 provide to the Acquirer on demand all documentation and/or information the Acquirer requires to allow the Acquirer to provide the banking facilities and to allow us to provide the Services to you.

6.2 You acknowledge and agree that if we receive any complaints from your customers, we will direct the customer to you. You shall be responsible for any complaints with your customers, including but not limited to those directed to you by us and you will work in good faith to promptly resolve any such complaints. If a customer continues to contact us regarding your services provided to that customer, we will make reasonable attempts to discuss the matter with you but reserve the right to either:

6.2.1 suspend the provision of all or any part of the Services to you until such time as we reasonably believe that the complaint has been resolved; or

6.2.2 terminate the Agreement under clause 8.2.2

6.3 Notwithstanding any information we may provide to you, you are responsible for maintaining your own records and books relating to the Services and Transactions and for reconciling these with your own bank account data and other accounting records.

6.4  In the event that you fail to provide to us with any information that is required by us from you to commence or continue performance of the Services (including without limitation photo identification, proof of business trading, banking details, proof of home address) within 14 days of our request, we reserve the right to charge you (and you shall pay to us upon demand) a fee of £500 and will not be liable for any non-performance or suspension of the Services whilst such information is outstanding from you.

6.5  In the event that for any reason you refuse to accept delivery and/or installation of the Payment Processing Facilities within 28 days of us notifying you that these are ready for such delivery and/or installation:

6.5.1 We reserve the right to charge you (and you shall pay to us upon demand) a fee of £100;

6.5.2 Re-Delivery of the Payment Processing Facility will be at your expense: and

6.5.3 It will not lessen the validity of the Agreement and any Termination arising will be in accordance with Clause 8.3

 

  1. Liability

7.1.  We are only liable to you as set out in the Agreement. We have no other duty or liability to you.

7.2.  Nothing in the Agreement limits any liability which cannot legally be limited, including but not limited to liability for death or personal injury caused by negligence or fraud.

7.3.   Except as set out in Clause 7.2, our entire liability to you arising under or in connection with the Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise shall not exceed 125% of the Charges paid by you to us under the Agreement.

7.4.  Except as set out in Clause 7.2, we are not liable to you in any way for any loss of income, business, goodwill or profit, any indirect or consequential loss

7.5     If our performance of our obligations under the Agreement is prevented or delayed by any act or omission of yours, your agents, subcontractors, consultants, employees or something beyond our control, we shall not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.

7.6    You all be liable to pay to us, on demand, all reasonable costs, charges or losses

sustained or incurred by us (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from your fraud, negligence, failure to perform or delay in the performance of any of your obligations under the Agreement, subject to us confirming such costs, charges and losses to you in writing.

7.7  Except as set out in Clause 7.2 or as otherwise provided in the Agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.

 

  1. Termination

8.1.  Subject to the terms of Clause 8.3 below, either party can terminate the Agreement at any time after expiry of the Minimum Term, by the giving of one month’s notice in writing to the other party.

8.2.  We can terminate the Agreement immediately at any time and stop providing the Services if any of the following happens:

8.2.1. you fail to pay any Charges or other sums due under the Agreement when due or breach a material term of the Agreement; or

8.2.2. you breach any other term of the Agreement and do not remedy it  within 14 days of us asking you to;

8.2.3. you become bankrupt or make any arrangement with your creditors or are liquidated or have an Administrator or receiver appointed or suffer any other form of insolvency event;

8.2.4. you are unable to pay your debts as they fall due;

8.2.5. the Acquirer agreement is suspended or terminated for any reason; or

8.2.6.you do not use the Payment Processing Facilities to process any Payment Transactions within a continuous period of 60 days or more.

8.3. Upon termination of this Agreement for any reason, you must, pay us immediately:

8.3.1. any and all sums then due and owing under the Agreement; and

8.3.2 any outstanding Minimum Monthly Charges owed (Borgun merchants only).

8.4 Upon termination of this Agreement for any reason before expiry of the Minimum Term, in addition to payment of the items listed at clause 8.3 above, you must pay us immediately:

8.4.1. a closure fee of £150.00; and

8.4.2. all Charges which would have been payable for the remainder of the Minimum Term but for the termination, less a discount of 5%. If you are a Business Energy Solutions Customer, or a customer that is not required to pay a service charge to us, you agree and acknowledge that a notional service charge of £20.00 per month shall be used to calculate any termination fee payable by you pursuant to this Clause 8.4.2; and

8.4.3. any buy out contribution that is repayable under clause 9 below.

 

  1. Buy Out Provision

9.1. This Clause 9 applies if you have prematurely terminated your immediate previous agreement with a third party for card payment services  (the Termination) and for the purpose of entering into an Agreement with us for replacement services.

9.2. In consideration of the Termination if you provide to us, within 3 (three) calendar months of the date of the Agreement, an  invoice issued by the third party supplier for fees payable by you directly relating to the Termination we will contribute a sum, at our discretion, of no greater than £500 (five hundred) towards the costs of the Termination but only relating to the Termination cost relating to the Payment Processing Facilities and not any other services or other associated costs.

9.3 Any buy out contribution in relation to a Termination paid by us to you will be reimbursed to us upon written demand if this Agreement is terminated before the Minimum Term.  For the purpose of calculating the amount repayable, the amount of the buy out contribution made shall be divided by the number of years of the Minimum Term and then multiplied by the number of full or part years of the Minimum Term not yet expired as at the date of termination of the Agreement.

 

  1. Force Majeure

10.1 We shall have no liability to you under the Agreement if we are prevented from, or delayed in performing, our obligations under the Agreement or from carrying on our business by acts, events, omissions or accidents beyond our reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving our workforce or any other Party); failure of a utility service or transport network; failure of or interruption to the internet or any other communication network; act of God and natural disaster; war, riot, civil commotion, malicious damage; compliance with any law or governmental order, rule, regulation or direction; accident; breakdown of plant or machinery; fire, flood, or storm.

 

  1. Variation

11.1 Without prejudice to any other provision of this Agreement (including clauses 5.3 and 5.4)

we will be entitled to vary the scope of the Services or the terms of the Agreement by giving you 30 days’ notice

11.2 If you wish to change the scope or execution of the Services, you will submit details of the requested change to us in writing and we shall, if we are willing to provide such amended services, within a reasonable time, provide a written estimate to you of:

11.2.1 the likely time required to implement the change;

11.2.2 any necessary variations to our charges arising from the change; and

11.2.3 any other impact of the change on the Agreement.

If you wish us to proceed with the change, we have no obligation to do so unless and until the parties have agreed the necessary variations to its charges, the Services and any other relevant terms of the Agreement to take account of the change. Once the change has been agreed, this Agreement shall be deemed to have been varied in accordance with clause 11.

11.3 Except as expressly set out in the Agreement, no variation of the Agreement shall be effective unless it is agreed in writing and signed by both us and you.

 

  1. Notices

12.1 Any notice given to a party under or in connection with the Agreement shall be in writing and shall be delivered by hand or by pre-paid recorded first-class post or other next working day recorded delivery service at its registered office (if a company) or its principal place of business (in any other case) and if served by us may be served by e-mail to the e-mail provided by you in the Agreement.

12.2 Any notice shall be deemed to have been received:

12.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

12.2.2 if sent by pre-paid recorded first-class post or other next working day recorded delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service;

12.2.3 if sent by us by e-mail at the time of issuing such e-mail, provided it did not receive an e-mail notifying it that delivery had failed.

12.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

12.4 For the purposes of this clause, “writing” shall not include e-mails sent by you.

 

  1. Data Protection

13.1  We shall process information about individual persons in accordance with the General Data Protection Regulation (GDPR) and you can find full details in our privacy policy, which is available on our website www.card-saver.co.uk, or free of charge upon request from our Customer Services Team.

13.2 In summary, we collect and store your data for the purposes of fulfilling the Agreement between us and maintaining the Services. We may use such information for the following purposes: (a) for identification, so that we are able to ascertain that we are speaking to the correct person; (b) in order to supply the Services; (c) for the creation and management of your account with us; (d) so as to improve our service to you; (e) for the purpose of debt collection (including credit checks for this purpose); (f)  in order to prevent or detect fraud, damage or loss; (g) for training and monitoring purposes, including keeping a record of any telephone conversations between us and correspondence with you; (h) in order to carry out risk assessments; (i) for the purpose of computer testing; (j) for the analysis of customer data, market research and marketing (k) for the purpose of identifying and reporting potential or actual illegal misuse of the terminal and/or the Services; (l) the purpose of seeking to assist you with the repayment of any arrears including via independent debt advice. We may share information concerning the conduct of your account with credit reference agencies, fraud detection agencies and with other financial institutions, in order to ascertain that you are able to continue paying for Services supplied to you by us, to prevent any fraud, to locate debtors and to assess whether to offer you new products and services.

13.3   You are entitled to know what personal information is held by us about you at any time. You may request this by emailing us at SARs@card-saver.co.uk or telephone us at 0344 2938 850. We may send you a request form to enable us to deal with your request to deal with your request more efficiently. We will make reasonable endeavours to process your request at the earliest opportunity and in any event within 30 days.

 

  1. General and Assignment

14.1.  If you are more than one person, each person shall be jointly and severally liable under this Agreement.

14.2.  You may not transfer your account or any of your rights or responsibilities under the Agreement.

14.3.  We may assign or transfer our rights and/or obligations under the Agreement to another party without your consent (“Assignee”). If we assign or transfer all or any our rights with regard to the Airtime Service you will pay all Charges relating to the Airtime Service to the Assignee without deduction, set-off or counterclaim irrespective of whether or not you are using the Payment Processing Facilities. The Assignee will have no obligations to you under the Agreement whether in relation to the Payment Processing Facilities and/or the Services described in Clauses 2.2 to 2.5 inclusive.  We will, however, continue to remain liable to you for the performance of such Services and/or the provision of the Payment Processing Facilities.

14.4.  You are responsible for providing all Consumables necessary for the operation of the Payment Processing Facilities or receipt of the Services.

14.5.  You must advise us in writing about any change in your address supplied to us.

14.6.  Any concession or extra time that we allow you only applies to the specific circumstances in which we give it. It does not affect our rights under the Agreement in any other way.

14.7 The Agreement 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 law of England and Wales.

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

14.9.  This Agreement does not confer any benefit on any third party under The Contracts (Rights of Third Parties) Act 1999.

14.10.  Failure by a party to enforce rights under this Agreement shall not prevent that party from taking further action.

14.11. The Agreement supersedes all prior arrangements, understandings and agreements between the parties relating to the provision of the Services and sets out the entire agreement between the parties. Neither Party has relied on any representation arrangement understanding or agreement (whether written or oral) not expressly set out in the Agreement.

14.12. The Agreement may be signed by you and by us by way of electronic signature, as defined in section 7(2) of the Electronic Communications Ac

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