Terms & Conditions

BACKGROUND
 

The Supplier is in the business of hosting and maintaining an online directory of suppliers of wellbeing services in the United Kingdom and the Customer is business offering wellbeing services. The Customer agrees to obtain, and the Supplier agrees to provide, the Services (defined later) on the terms of this Agreement. 

AGREED TERMS 

1. Interpretation 

The following definitions and rules of interpretation apply in this Agreement. 

1. Definitions 
2. Applicable Laws: all applicable laws, statutes, regulations from time to time in force.  
3. Applicable Data Protection Laws: means: 
4. to the extent the UK GDPR (as defined in section 3(10) (as supplemented by section 205(4) of the Data Protection Act 2018) applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data. 
5. to the extent the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law applies, the law of the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data. 
6. Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. 
7. Charges: the charges payable by the Customer to the Supplier in accordance with clause 6.1, as set out in the Contract Particulars. 
8. Commencement Date: means the date of this Agreement as set out in the Contract Particulars or, if later, the date on which the Site goes live and the Supplier commences the supply of the Services. 
9. Conditions: the terms and conditions set out in clause 1 to clause 26 (inclusively) of this Agreement. 
10. Confidential Information: all of the Supplier’s confidential information (however recorded or preserved) including but not limited to: (a) the terms of this Agreement or any agreement entered into in connection with this agreement; (b) any information that would be regarded as confidential by a reasonable business person relating to the Supplier’s business, assets, affairs, customers, clients, suppliers, plans, intentions, or market opportunities (c) any information that would be regarded as confidential by a reasonable business person relating to the Supplier’s operations, processes, product information, know-how, designs, trade secrets or software; and (d) any information developed by the Supplier in the course of carrying out this Agreement. 
11. Contract Particulars: the contract particulars set out on the first page of this Agreement or, if this agreement is entered into via the Sie, the online version of those contract particulars set out in any digital order form completed by the Customer on the Site for the supply of Services to that Customer on the terms of this Agreement. 
12. Directory: the directory of wellbeing service providers, hosted and maintained by the Supplier on the Site.ror 
13. End User: an end user of the Site.  
14. Extended Term: has the meaning given in clause 2. 
15. Initial Term:  
16. where the “Monthly” option for “Term and payment intervals” is selected in the Contract Particulars, the initial term shall be one month; or 
17. where the “Annual” option “Term and payment intervals” is selected in the Contract Particulars, the initial term shall be 12 months. 
18. Intellectual Property Rights: patents, rights to inventions, copyright and  related rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software and codes, database rights, rights to use, and protect the confidentiality of, confidential information (including, but not limited to, the Confidential Information and all know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. 
19. Other Party Materials: all documents, information, videos, items and materials in any form created by third parties (other than the Customer), which are hosted on the Site. 
20. Services: the marketing of the Customer’s services as part of an online directory of wellbeing services hosted and maintained by the Supplier on the Site which is available for End Users to view free of charge, together with such other services that the Supplier considers (in its sole discretion) incidental or ancillary to such those directory services. 
21. Site: the Supplier’s website at [DOMAIN NAME]. 
22. Update: has the meaning given to it clause 3.3 and Updates shall be construed accordingly. 
23. VAT: value added tax chargeable in the UK. 
24. Website Terms: the Supplier’s website terms of use and acceptable use policy set out on the Site which govern the use of the Site by the Customer, End Users and third parties. 
25. References to clauses are to the clauses of this Agreement and clause headings shall not affect the interpretation of this Agreement. 
26. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). 
27. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. 
28. Unless the context otherwise requires: 
29. words in the singular shall include the plural and in the plural shall include the singular; and 
30. a reference to one gender shall include a reference to the other genders.  
31. This Agreement shall be binding on, and enure to the benefit of, the parties to this Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns. 
32. A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time, and shall include all subordinate legislation made from time to time under that legislation or legislative provision. 
33. A reference to writing or written excludes fax, email, SMS/text message and instant message. 
34. Any obligation on a party not to do something includes an obligation not to allow that thing to be done. 
35. A reference to this Agreement is a reference to the Contract Particulars and these Conditions, in each case as varied from time to time. If there is any conflict or ambiguity between the terms of the Contract Particulars and these Conditions, a term contained in Contract Particulars shall have priority over the terms contained in these Conditions. 
36. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. 
37. COMMENCEMENT AND DURATION 

This Agreement shall commence on the Commencement Date and shall continue for the Initial Term and shall automatically extend for an extended term of a period equal to the Initial Term (Extended Term) at the end of the Initial Term and again at the end of each Extended Term, unless otherwise expressly agreed between the parties in writing. 

3. DIRECTORY, CUSTOMER INFORMATION AND UPDATES 
4. Subject to the provisions of clause 3.2, the Customer shall provide the Supplier with the Customer Details within ten (10) Business Days of the date of this Agreement and the Supplier shall add the Customer to list of suppliers on the Directory within ten (10) Business Days of receipt of the Customer Information. 
5. Where this agreement is entered into before the Site is live (that is, before the Site is available to view by members of the public such that the Supplier is able to perform the Services), the Supplier shall use reasonable endeavours to add the Customer to list of suppliers on the Directory on or before the date on which the Site goes live to the public. 
6. The Customer may update the Customer Information by removing requesting the Supplier to remove existing Customer Information from the Directory and replacing it with new Customer Information of a similar nature (each an Update), in each case provided always that: 
7. the Supplier shall not be obliged to make any Update where that Update, if made, would exceed the number of Updates that the Customer and Supplier have agreed may be requested by the Customer in each calendar year, as set out in the Contract Particulars; 
8. the Supplier has is satisfied that the Update does not materially change the Services; and 
9. the Update does not constitute or create a breach (whether directly or indirectly) of any term of this Agreement or the Website Terms. 
10. The Customer shall ensure that the Customer Information at all times complies with the Website Terms and does not at any time infringe on any Applicable Laws, regulations or third party Intellectual Property Rights. 
11. Where any End User (or other third party) engages the Customer to provide goods and/or services (including but not limited to wellbeing services) the Customer acknowledges and agrees that the End User (or other third party) enters into a direct contract with the Customer in respect of the supply of those goods and/or services, which the Supplier is no party to. The Customer acknowledges and agrees that it shall have no claim against the Supplier (or any of its officers, employees or contractors) for any losses suffered by the Customer as a result of any contract entered into between any End User (or other third party) and the Customer. The Customer shall indemnify and hold harmless the Supplier against all losses suffered by us as a result of any claims made against the Supplier (or any of its officers, employees or contractors) by the Customer or by End User (or other third party) in connection with any contract made between any End User (or other third party) and the Customer. 
12. The Customer shall further indemnify and hold harmless the Supplier against all damages, losses and expenses arising as a result of any action or claim that the Customer Information or any other material posted to, or linked to, the Site breaches the Website Terms or any Applicable Laws and regulations or infringes on any third party Intellectual Property Rights. 
13. SUPPLIER RESPONSIBILITIES 
14. The Supplier shall use reasonable endeavours to supply the Services in all material respects in accordance with this Agreement. 
15. Any performance dates agreed between the parties shall be estimates only and time for performance by the Supplier shall not be of the essence of this Agreement. 
16. The Supplier does not warrant that the Customer’s use of the Services will be uninterrupted or error-free or that the Site will be free from virus or vulnerability. 
17. CUSTOMER OBLIGATIONS 
18. The Customer shall: 
19. co-operate with the Supplier in all matters relating to the Services; 
20. provide to the Supplier in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or third party) reasonably required by the Supplier in connection with the Services and ensure that they are accurate and complete (including, but not limited to, the Customer Information); 
21. at all times comply with all Applicable Law (including, but not limited to, relevant legislation as required to enable the Supplier to provide the Services, including in relation to the use of all Customer Information), in all cases before the date on which the Services are to start and for the duration of the Term; and 
22. at all times comply with the Website Terms. 
23. If the Supplier’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, the Supplier shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer. 
24. CHARGES AND PAYMENT 
25. In consideration of the provision of the Services by the Supplier, the Customer shall pay the Charges to the Supplier in accordance with this clause 6. 
26. The Supplier may increase the Charges on an annual basis with effect from 1 January each year provided always that the Supplier shall give the Customer notice of any such proposed increase in the Charges. 
27. The Supplier shall invoice the Customer for the Charges at the intervals specified on the Contract Particulars. If no intervals are so specified, the Supplier shall invoice the Customer at the end of each month for Services performed during that month. 
28. The Customer shall pay each invoice submitted to it by the Supplier as soon as reasonably possible and, in any event, within 14 days of receipt to a bank account nominated in writing by the Supplier from time to time. In respect of the first invoice submitted by to the Customer by the Supplier, the Supplier shall not be obliged to provide any Services until that first invoice has been paid in full and in clear funds to a bank account nominated in writing by the Supplier. 
29. All sums payable under this Agreement are exclusive of VAT or other applicable sales tax, which shall be added to the sum in question.  
30. The Customer shall make all payments under this Agreement in full without any deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties). 
31. Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier any sum due under this Agreement on the due date: 
32. the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.7(a) will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%; 
33. the Supplier may suspend all or part of the Services until payment has been made in full; 
34. all sums due from the Customer to the Supplier under this agreement (or otherwise) shall become immediately due for payment, and time shall be of the essence for payment; and 
35. the Customer shall indemnity and hold harmless the Supplier against all losses suffered by the Supplier (including legal and other professional fees incurred) as a result of the Customer’s failure to pay sums to the Supplier when due. 
36. INTELLECTUAL PROPERTY RIGHTS 
37. Nothing in this Contract shall transfer ownership of any Intellectual Property Rights in the Site, the Services, the Directory or Other Party Materials to the Customer. All Intellectual Property Rights in or arising out of or in connection with the Site, the Services, the Directory or Other Party Materials shall be owned by the Supplier or used by the Supplier on licence from its subcontractors who have created the Other Party Materials respectively.  
38. The Customer shall have no right to access or use the source code of the Site and shall not attempt to make any part of the Site, the Services, the Directory or any Other Party Materials available to any third party, and the Customer shall not otherwise allow access to the same to any third party except as required by law. In addition, the Customer shall not use any part of the Site, the Services, the Directory or any Other Party Materials for the benefit of any third party. 
39. In relation to the Customer Information, the Customer and its licensors, shall retain ownership of all Intellectual Property Rights in the Customer Information and grant the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Information for the term of this Agreement for the purpose of providing the Services to the Customer. 
40. The Customer: 
41. warrants that the receipt and use of the Customer Information in the performance of this Agreement by the Supplier, its agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party; and 
42. shall indemnify the Supplier in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any claim brought against the Supplier, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt or use in the performance of this Agreement of the Customer Information.  
43. DATA PROTECTION 

Each party shall comply with all applicable requirements of the Applicable Data Protection Laws. 

9. CONFIDENTIALITY 
10. The Customer undertakes that it shall not at any time disclose to any Confidential Information to any other person, except that it may disclose Confidential Information to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 9; or to a court of competent jurisdiction or any governmental or regulatory authority, where strictly required by law  
11. The Customer shall not use any Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement. 
12. LIMITATION OF LIABILITY 
13. References to liability in this clause 10 include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise. 
14. Nothing in this this clause 10 shall limit the Customer’s payment obligations under this Agreement. 
15. Nothing in this Agreement: 
16. shall limit the Customer’s liability under clause 7.4(b). 
17. limits any liability which cannot legally be limited, including liability for (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; and (iii) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession). 
18. Subject to clause 10.3(b), the Supplier’s total liability to the Customer for all loss or damage shall not exceed an amount equal to the Charges or £1,000 (whichever is lower). 
19. Subject to clause 10.2, clause 10.3 and clause 10.3(b), the following types of losses are always excluded: (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of anticipated savings; (v) loss of use or corruption of software, data or information; (vi) loss of or damage to goodwill; and (vii) indirect or consequential loss. 
20. The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 4 (Supplier responsibilities). In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement. 
21. Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire one (1) month from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail. 
22. TERMINATION 
23. Either party may terminate the Agreement by prior written notice to the other party: 
24. at least one month before the end of the Initial Term or Extended Term in which it is given (where the “Term and payment interval” selected in the Contract Particulars is “Monthly”); and 
25. at least three months before the end of the Initial Term or Extended Term in which it is given (where the “Term and payment interval” selected in the Contract Particulars is “Annual”). 
26. Without affecting any other right or remedy available to it, the Supplier may terminate this Agreement with immediate effect by giving written notice to the Customer if: 
27. the Customer commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so; 
28. the Customer repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; 
29. the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986; 
30. the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of that other party; 
31. the Customer applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986; 
32. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; 
33. an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Customer (being a company, partnership or limited liability partnership); 
34. the holder of a qualifying floating charge over the assets of the Customer (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver; 
35. a person becomes entitled to appoint a receiver over all or any of the assets of the Customer or a receiver is appointed over all or any of the assets of the Customer; 
36. a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Customer’s assets and such attachment or process is not discharged within fourteen (14) days; 
37. any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.2(c) to clause 11.2(j) (inclusive);  
38. the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or 
39. the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy. 
40. Without affecting any other right or remedy available to it, the Supplier may terminate this Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than seven (7) days after being notified to make such payment. 
41. OBLIGATIONS ON TERMINATION AND SURVIVAL 
42. On termination or expiry of this Agreement: 
43. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;  
44. all licences granted by the Supplier under this Agreement shall terminate immediately; and 
45. the Supplier shall delete or otherwise remove the Customer Information from the Directory and the Site. 
46. On termination or expiry of this Agreement, the following clauses shall continue in force: clause 1 (Interpretation), clause 7 (Intellectual property rights), clause 9 (Confidentiality), clause 10 (Limitation of liability), clause 12 (Consequences of termination), clause 16 (Waiver), clause 18 (Severance), clause 20 (Conflict), clause 25 (Governing law) and clause 26 (Jurisdiction). 
47. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry. 
48. FORCE MAJEURE 
49. Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation: (a) acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom; (e) any law or any action taken by a government or public authority; (f) collapse of buildings, fire, explosion or accident; and (g) interruption or failure of utility service. 
50. Provided it has complied with clause 13.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly. 
51. The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party. 
52. The Affected Party shall: 
53. as soon as reasonably practicable after the start of the Force Majeure Event but no later than five (5) days from its start, notify the other party of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and 
54. use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations. 
55. If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than one (1) calendar month, the party not affected by the Force Majeure Event may terminate this Agreement by giving seven (7) days’ written notice to the Affected Party. 
56. ASSIGNMENT AND OTHER DEALINGS 
57. This Agreement is personal to the Customer and the Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement. 
58. The Supplier may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this Agreement. 
59. VARIATION 

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 

16. WAIVER 
17. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. 
18. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy. 
19. RIGHTS AND REMEDIES 

The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law. 

18. SEVERANCE 
19. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. 
20. If any provision or part-provision of this Agreement is deemed deleted under clause 18.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision. 
21. ENTIRE AGREEMENT 
22. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. 
23. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement. 
24. CONFLICT 

If there is an inconsistency between any of the provisions of this Agreement and the provisions of the Schedules, the provisions of this Agreement shall prevail. 

21. NO PARTNERSHIP OR AGENCY 
22. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. 
23. Each party confirms it is acting on its own behalf and not for the benefit of any other person. 
24. THIRD PARTY RIGHTS 
25. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. 
26. The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person.  
27. NOTICES 
28. 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 first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case). 
29. Any notice shall be deemed to have been received: 
30. if delivered by hand, at the time the notice is left at the proper address; or 
31. if sent by pre-paid first-class post or other next working day delivery service, at 9:00 am on the second Business Day after posting. 
32. This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. 
33. A notice given under this Agreement is not valid if sent by fax, email, SMS/text message or instant message. 
34. COUNTERPARTS 
35. This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. 
36. Transmission of an executed counterpart of this Agreement (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed format) shall take effect as the transmission of an executed “wet-ink” counterpart of this Agreement. If this method of transmission is adopted, without prejudice to the validity of the agreement thus made, each party shall on request provide the other with the “wet-ink” hard copy original of their counterpart. 
37. GOVERNING LAW 

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

26. JURISDICTION 

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

THIS AGREEMENT has been entered into on the date stated at the beginning of it.