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Terms and Conditions

Definitions
These words have the following meanings:

"Acquirer" means the financial institution to which your Payment Transactions and Refund
instructions are routed for authorisation and settlement.
"Agreement" means these Terms and Conditions (including any front sheet to which they are
attached or with which they are provided) effective from the date of the agreement.
"Business Day" means Monday to Friday excluding English public and bank holidays.
"Card" means a current valid, credit, debit or charge card that we may accept for processing
under the terms of this Agreement.
“Card Data” means any data in relation to the Card or the party responsible for the Card.
"Cardholder" means the individual/company/business that is the holder of a Card.
"Charges" means any and all of the charges set out in the sections entitled ‘Payment
Terminal(s) and/or mPOS System and/or Gateway System’ as the case may be and shown on
the front sheet which are payable throughout the Minimum Term and thereafter.
"Consumables" means batteries, paper rolls, printer ink or cartridges, all power and other
accessories required or desired for operation of the Payment Terminal and/or mPOS
System.
"Minimum Term" means the Minimum Term as shown on the front sheet of this Agreement.
“mPOS system(s)” means the mPOS System(s) described on the front sheet, provided to you
for the purpose of processing Payment Transactions hereunder and subject to the terms
of this Agreement including (inter alia) those set out in Clause 4 below.
"Network" is the PSTN, Broadband or mobile telephone network upon which the Payment
Terminal will operate.
"Payment Terminal(s)" means the Payment Terminal(s) described on the front sheet, provided
to you for the purpose of processing Payment Transactions hereunder and subject to the
terms of this Agreement including (inter alia) those set out in Clause 4 below.
"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. 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 and more particularly described below which includes the
submission to an Acquirer of credit and debit card Transactions together with the
provision of the necessary interface, including Gateway Services, through which
authorisation and submission to an Acquirer of credit/debit card Transactions takes
place.
"SIM card" means the card used with a Payment Terminal which uses a Network to provide
the Services.
“Transactions” means a successful or declined pre-authorisation, full authorisation or refund
transaction; this includes 3D Secure authentication requirements.
“Transaction Processing Services” means the Services defined above.

 

1. Agreement
1.1. We agree to provide you with the Payment Terminal and/or mPOS System and to
provide the Services set out on the front sheet for the Minimum Term and thereafter until
terminated in accordance with Clause 6. The Payment Terminal and/or mPOS System is
supplied to you for the purpose of effecting Payment Transactions or Refunds.
1.2. You agree to pay the Charges set out on the front sheet promptly for the duration of the
Minimum Term and you are deemed to accept these terms conditions when you sign this
Agreement. You will pay us VAT on any sums due under this Agreement at the prevailing rate
from time to time.
1.3. You will pay the Charges applicable for each respective period during the Minimum Term
whether or not you use the Payment Terminal and/or mPOS System or Services. After the end
of the Minimum Term, the Services shall continue, provided you continue to pay the Charges,
unless and until terminated in accordance with Clause 6.
1.4 We may suspend all Services (and all other services we provide to you under any other
agreement) until payment has been made in full.
1.5 All amounts due by you under this Agreement shall be paid in full to us without any setoff,
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 or pass to any third party any Personal Information other than as
permitted by the terms of this Agreement.
1.7. You must pay all Charges by direct debit on the due date and prompt payment is an
essential condition of this Agreement. If Charges or other sums are not paid when due, we can
suspend or terminate some or all of our 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 promptly,
we can say that you have broken this Agreement and we can terminate this Agreement
immediately. 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 a fee if you cancel your direct debit; this will be charged at
£1 a day until the direct debit is reinstated.
1.9 We shall be entitled to charge a fee of £20.00 to reactivate your Services if the activity
had to be suspended due to a default on your payments.

 

2. Services
If selected on the front sheet and subject to due payment of the relevant Charges shown on
the front sheet, we agree to provide the Services as follows:
2.1. Airtime Service
2.1.1. To fit a SIM card into and configure the 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 Airtime service may be subject to change after the first twelve
months of this Agreement, if the Network provider increases the cost to us.
2.2. Terminal & Transaction Processing Services;
2.2.1. To configure the Payment Terminal and/or mPOS System and/or Gateway System
with appropriate software for the processing of Payment Transactions or 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,
available between the hours of 9.00 am and 5.00 pm Monday to Friday.
2.4. PCI Compliance
2.4.1 This is required of all Customers. These fees are subject to change based on the
Customers compliance and enrolment status. We may pass onto you any fines or
.2.5.4. We shall be entitled to levy a charge in respect of a Payment Terminal and/or
mPOS System and/or Gateway System, which upon inspection, is not found to be faulty
associated fees imposed by the Acquirer on us or fees that we are ultimately responsible
for relating to Card Data security breach or incident handling.
2.5. 24hr Swop out cover
2.5.1. In addition to the Help Desk service set out in 2.3, if the Payment Terminal and/or
mPOS System develops a fault, we will, unless prevented by circumstances outside our
control, provide a replacement Payment Terminal and/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 within24 hours.
2.5.2. Any replacement Payment Terminal and/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 the
Payment Terminal, and/or mPOS System and/or Gateway System nor in respect of any
damage caused to the Payment Terminal and/or mPOS System and/or Gateway System
or any part thereof though misuse or malicious damage, or for theft or loss of the Payment
Terminal and/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 part of the Payment
Terminal provided by us
2.6. Payment Terminal and/or mPOS System and/or Gateway System
2.6.1. The Payment Terminal and/or mPOS System and/or Gateway System is 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 shall auto-enrol all terminal customers for access to their terminal providers 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

 

3. 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. The Services are made available subject to:
3.2.1. any software, upgrades or other intellectual property relating to the Payment Terminal
and/or mPOS System and/or Gateway System or Services not being copied, modified or
sub-licensed by you without our specific written consent;
3.2.2. their not being used for or to access anything illegal, immoral or improper;
3.2.3. their being used only with the Payment Terminal and/or mPOS System and/or
Gateway System and SIM cards provided for use with the Network (and which have not
been lost or stolen) and all relevant laws and rules being followed;
3.2.4. their being used only for the purposes of processing Payment Transactions or
Refunds and no other purpose;
3.2.5. the SIM card not being used for any other purposes or otherwise modified or removed
from the Payment Terminal;
3.2.6. all reasonable instructions that we may give you being followed;
3.2.7. the Payment Terminal being in range of base stations forming part of the Network.
3.3. Your payment obligations shall not be affected by the unavailability of the Services

 

4. Operational Terms
4.1. You hereby agree throughout the duration of this Agreement:
4.2. to use the Payment Terminal and/or mPOS System and/or Gateway System in
accordance with any operating instructions only for the purpose of effecting Payment
Transactions or Refunds in accordance our instructions; and
4.3. to keep the Payment Terminal and mPOS System in good repair and condition and
save as provided for herein, to be responsible for any loss or damage to it and not to
remove any identifying marks; and
4.4. to insure the Payment Terminal and mPOS System for loss or damage for its full
replacement value or otherwise indemnify us against the full cost of repair or replacement
(other than as may be covered under Clause 2.5); and
4.5. to keep the Payment Terminal and/or mPOS System and/or Gateway System in your
own possession in the United Kingdom and not to alter, sell, lend or otherwise deal with it nor
to allow any charge or lien or similar right to be created over it; and
4.6. to indemnify and keep us fully indemnified at all times against all losses, actions,
claims, demands, costs or expenses arising directly or indirectly from the use, possession,
operation, condition or maintenance of the Payment Terminal and/or mPOS System and/or
Gateway System or your failure to carry out any obligation under this Agreement.

 

5. 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, 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):
i. the integrity of any computer server hardware;
ii. your Equipment;
iii. the system or operation of any third party;
iv. any aspect of services provided to a third party by us or our service providers; or
v. 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 from risks such as a Distributed Denial of Service and all reasonable steps will be
taken to maintain the service.
5.3 We reserves 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.

 

6. 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 of your Information and other information as we
may reasonably require to ensure the safe and compliant provision 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 to provide details of any change to the
contact details of the system administrators;
6.1.6 if applicable, 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, 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 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 Services (including changing passwords on a regular basis)
and agrees to 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 believes that there is or is likely to be a breach
of security or misuse of the Services;
6.1.14 promptly inform us if any of the information supplied on or in relation to the
online registration changes;
6.1.15 not store card details on their systems whether in plain text or encrypted form. Where
you, with the agreement of your Acquirer, needs to store card details on its 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 QSA 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 and appropriately indemnify us if you become aware of
any unauthorised use of all or any part of the Services.
6.1.18 you will provide to the Acquirer on demand all documentation and/or information the
Acquirer requires to allow the Acquirer to provide the banking facilities to allow us to provide the
Services to you.
6.2 You acknowledge and agrees 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 reserves 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 this 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.

 

7. Liability
7.1. We are only liable to you as set out in this Agreement. We have no other duty
or liability to you.
7.2. Nothing in this Agreement removes or limits our liability for death or personal
injury caused by our negligence.
7.3. Except as set out in Clause 7.2, our entire liability to you for something we or
anyone who works for us does or does not do will be limited to 125% of any monies paid by
you to us
under this Agreement.
7.4. We are not liable to you in any way for any loss of income, business, goodwill or
profits, any indirect or consequential loss or for any loss or damage occasioned by the
use of the Services or any failure of the Services.
7.5 If our performance of our obligations under this 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 the your fraud, negligence, failure to perform or delay in the performance of
any of your obligations under this Agreement, subject to us confirming such costs, charges
and losses to you in writing.

 

8. Termination
8.1. Subject to the terms of Clause 8.3 below, either party can terminate this 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 this Agreement immediately 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 this Agreement when due
or break an important condition of this Agreement; or
8.2.2. you break any other condition of this Agreement and do not put it right within 14 days
of us asking you to; or
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.
8.3. Upon termination of this Agreement for any reason, you must, pay us immediately:
8.3.1. any and all sums then due and owing; and
8.3.2. all Charges which would have been payable for the remainder of the Minimum
Term but for the termination less a discount of 5%.
8.4. We may at our discretion, be able to offer a reduction in the amount payable upon
termination set out in Clause 8.3 in exchange for return of the Payment Terminal and SIM
card in good condition and complete with all accessories, power leads, batteries,
chargers and handbooks. You should contact us at the address given on the front sheet
to make arrangements for re-delivery and valuation of the Payment Terminal for this
purpose.

 

9. Buy Out Provision
9.1. This provision applies if you have prematurely terminated your immediate previous Card
Payment Services agreement for the provision of Card Payment Services with a different Service
provider than us (the Termination) and for the purpose of entering into this Agreement.
9.2. In consideration of the Termination we will agree that if you provides to us, within 3 (three)
calendar months of the date of this Agreement, the Termination invoice relating to the
Termination we will contribute a sum, at our discretion, of no greater than £400 (four
hundred) towards the costs of the Termination but only relating to the Termination cost
relating to the Payment Terminal and/or the mPOS System and/or Gateway System and NOT
any other services or other associated costs.
9.3. We will agree to make the contributory payment relating to the Termination by Bank
Automated Credit System (BACS) into your nominated bank/building society account as set out
in this Agreement. The payment will be made within 60 days of receipt of the Termination
invoice at 9.2 above.
9.4 The buy out contribution will be conditional on completing a Minimum Term of 12 months of
this Agreement; if this Agreement is terminated before this period the buy out contribution will be
rechargeable and added to the final termination amount.

 

10. 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.

 

11. 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 this Agreement by giving you
30 days’ notice (“Change Notice Period”). If such change materially and adversely impacts you,
you will be entitled to terminate the Agreement by giving us 30 days’ written notice prior to
the expiry of the Change Notice Period. If (where you are entitled to terminate the Agreement
because the change materially and adversely impacting you) you fail to provide such notice
within the Change Notice Period you shall be deemed to have accepted such change.
11.2 If you wish to change the scope or execution of the Services, you will submit details of the
Reques
ted change to the other in writing.
11.3 If you request a change to the scope or execution of the Services, we shall, if we are willing
to provide such amended services, within a reasonable time, provide a written estimate to
you of:
11.3.1 the likely time required to implement the change;
11.3.2 any necessary variations to our charges arising from the change; and
11.3.3 any other impact of the change on this Agreement.
11.4 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 this 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.
11.5 Except as set out in these Standard Terms, no variation of the Agreement shall be
effective unless it is agreed in writing and signed by both us and you.

 

12. Notices
12.1 Any notice given to a party under or in connection with this 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.

 

13. Data Protection
13.1 We shall process information about individual persons in accordance with the General Data
Protection Regulations (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 your 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
(save where you have selected to opt out from us contacting you for marketing purposes); (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 0844 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.

 

14. 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 and responsibilities under this
Agreement.
14.3. We may assign or transfer our rights under this Agreement to another party without
your consent to a third party ("Assignee"). If we assign or transfer all or any our rights under
this Agreement 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 Terminal and/or mPOS System for any reason whatsoever. The Assignee will
have no obligations to you under this Agreement whether in relation to the Payment Terminal
and/or mPOS System 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 Terminal and/or mPOS System.
14.4. You are responsible for providing all Consumables necessary for the operation of the
Payment Terminal and/or mPOS System or the Services provided hereunder.
14.5. You must advise us in writing about any change in the 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 this Agreement in any
other way.
14.7. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms
implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest
extent permitted by law, excluded from the Agreement.
14.8 This 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.
14.9 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 this Agreement or
its subject matter or formation (including non-contractual disputes or claims).
14.10. This Agreement does not confer any benefit on any third party under The Contracts
(Rights of Third Parties) Act 1999.
14.11. Failure by a party to enforce rights under this Agreement shall not prevent that
party from taking further action.
14.12. This 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 this Agreement.
14.13. This Agreement may be signed by you and by us by way of electronic signature,
as defined in section 7(2) of the Electronic Communications Act.