Appamondo

APPAMONDO SERVICES AGREEMENT TERMS AND CONDITIONS

1. INTERPRETATION

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

Business Day:: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges:: the charges as set out in the Order payable by the Customer for the supply of the Services in accordance with clause 5.
Code:: refers to a product or program instructions developed by the Supplier to assist with migration of user data or to build a particular configuration.
Conditions:: these terms and conditions as amended from time to time in accordance with clause 11.6.
Contract:: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
Customer:: the person or firm who purchases Services from the Supplier, as set out in the Order.
Customer Default:: has the meaning set out in clause 4.2.
Data Protection Legislation:: any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of personal data including: (i) EU Regulation 2016/679 as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the "UK GDPR"); (ii) the Data Protection Act 2018 ("DPA"); and (iii) the Privacy and Electronic Communications (EC Directive) Regulations 2003; in each case, as updated, amended or replaced from time to time. The terms controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures have the meaning as defined in the DPA.
Deliverables:: any deliverables set out in the Order produced by the Supplier for the Customer.
Go-Live Date:: the date of commencement of the Managed Services within Zendesk or activation of a built Zendesk integration, modification or third party connector.
Intellectual Property Rights:: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including 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.
Managed Services:: includes provision of 1st line support, review of processes, ongoing maintenance, and ongoing support and consultancy as part of "Continuous Improvement" or other ongoing services as may be set out in the Order.
Order:: the Customer's order for Services made by way of confirmation that the Customer wishes to proceed on the basis of the Supplier's electronic quotation.
Renewal Period:: has the meaning set out in clause 3.4.
Services:: the Support Services or Managed Services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Order.
Supplier:: MIMASM Limited trading as Appamondo registered in England and Wales with company number 07783734.
Supplier Materials:: has the meaning set out in clause 4.1(f).
Support Services:: includes Zendesk consultancy, integration, design, development, training or implementation or other services may be set out in the Order.
Term:: the Term as set out in the Order.
Zendesk Licensing:: Licenced access to the 'Zendesk' software platform sold by the Supplier to the Customer. The terms of this access are also governed by the Zendesk document, "Reseller Subscription Services Agreement".

1.2 Interpretation:

(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

(b) 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.

2. BASIS OF CONTRACT

2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

2.2 The Supplier reserves the right to amend the Charges if the Customer wishes to vary the Services set out in the Order. In such circumstances, the Supplier will notify the Customer of the amended Charges relating to such variation and the Customer will then confirm to the Supplier whether or not it wishes to proceed with the variation to the Services.

2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade, custom, practice or course of dealing.

2.4 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 days from its date of issue, unless otherwise stated.

3. SUPPLY OF SERVICES

3.1 The Supplier shall supply the Services to the Customer in accordance with the Order in all material respects.

3.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3 The Supplier reserves the right to amend the Order if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

3.4 The Supplier will provide both Zendesk Licensing and Managed Services for the Term, subject to termination in accordance with clause 9. Upon expiry of the Term, the Contract shall automatically renew for successive periods equal to the billing period specified in the Order (each a "Renewal Period"), unless terminated in accordance with clause 9.

3.5 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

4. CUSTOMER'S OBLIGATIONS

4.1 The Customer shall:

(a) ensure that the terms of the Order and any information it provides to the Supplier for the purpose of the Supplier providing the electronic quotation are complete and accurate;

(b) co-operate with the Supplier in all matters relating to the Services;

(c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation. electronic equipment (either on-site or remotely) and other facilities as reasonably required by the Supplier;

(d) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

(e) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and

(f) keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation.

4.2 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;

(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 4.2; and

(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

5. CHARGES AND PAYMENT

5.1 The Charges for the Services will be as set out in the Order. The Supplier reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Go-Live Date in line with the cost of the Supplier delivering the Services to the Customer and the Customer's usage of the Services.

5.2 The Supplier shall invoice the Customer in accordance with the terms of the Order.

5.3 The Customer shall pay each invoice submitted by the Supplier:

(a) within 21 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and

(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.

5.4 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.5 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 9, 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 5.5 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%.

5.6 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. INTELLECTUAL PROPERTY RIGHTS

6.1 The Supplier retains all Intellectual Property Rights produced in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer and Intellectual Property Rights in any products not designed or produced by the Supplier).

6.2 The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to utilise the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.

6.3 In the case of the Managed Services and subject to any third party ownership, the Supplier retains all Intellectual Property Rights in any Code developed during the Term and the Code may be reused and/or exploited by the Supplier in future projects and business interests and sold in part or whole at the Supplier's discretion.

6.4 The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.

6.5 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.

7. DATA PROTECTION

7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

7.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and the Supplier is the processor. The processing shall be in respect of the types of Personal Data, categories of data subjects, nature and purposes, and duration, set out in [the Order, and any associated Data Processing Agreement].

7.3 Without prejudice to the generality of clause 7.1, the Customer shall:

(a) ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of the Contract;

(b) ensure that its instructions for the processing of personal data comply with the Data Protection Legislation; and

(c) have sole responsibility for the accuracy, quality and legality of any personal data and the means by which it acquired such personal data.

7.4 Without prejudice to the generality of clause 7.1, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under the Contract:

(a) process that personal data only on the documented written instructions of the Customer unless the Supplier is required by applicable laws to otherwise process that personal data (in which case, unless such law prohibits such notification on important grounds of public interest, the Supplier shall notify the Customer of the relevant legal requirement before processing the personal data);

(b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and

(d) not transfer any personal data outside of the United Kingdom unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

(i) the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;

(ii) the data subject has enforceable rights and effective legal remedies;

(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

(iv) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;

(e) assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) notify the Customer without undue delay on becoming aware of a personal data breach;

(g) at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data;

(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 7 and inform the Customer without undue delay if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation; and

(i) permit the Customer or its representatives to access any relevant premises, personnel or records of the Supplier on reasonable notice to audit and otherwise verify compliance with this clause 7, subject to the following requirements:

(i) the Customer may perform such audits no more than once per year or more frequently if required by the Data Protection Legislation;

(ii) the Customer may use a third party to perform the audit on its behalf, provided such third party executes a confidentiality agreement acceptable to the Supplier before the audit;

(iii) audits must be conducted during regular business hours, subject to the Supplier's policies, and may not unreasonably interfere with the Supplier's business activities;

(iv) the Customer must provide the Supplier with any audit reports generated in connection with any audit at no charge unless prohibited by applicable laws. The Customer may use the audit reports only for the purposes of meeting its audit requirements under the Data Protection Legislation and/or confirming compliance with the requirements of this clause 7. The audit reports shall be confidential;

(v) to request an audit, the Customer must first submit a detailed audit plan to the Supplier at least 6 weeks in advance of the proposed audit date. The audit must describe the proposed scope, duration and start date of the audit. The Supplier shall review the audit plan and inform the Customer of any concerns or questions (for example, any request for information that could compromise the Supplier's confidentiality obligations or its security, privacy, employment or other relevant policies). The Supplier shall work cooperatively with the Customer to agree a final audit plan;

(vi) nothing in this clause 7.4(i) shall require the Supplier to breach any duties of confidentiality owed to any of its clients, employees or third party providers; and

(vii) all audits are at the Customer's sole cost and expense.

7.5 The Customer consents to the Supplier appointing Zendesk as a third party processor of Personal Data under the Contract as required by the Services and any other third party processor as notified by the Supplier to the Customer in writing from time to time. The Supplier confirms that it has entered or (as the case may be) will enter with the third party processor into a written agreement substantially on that third party's standard terms of business which the Supplier confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third party processor appointed by it pursuant to this clause 7.

7.6 If either party receives any complaint, notice or communication which relates directly or indirectly to the processing of personal data by the other party or to either party's compliance with the Data Protection Legislation, it shall as soon as reasonably practicable notify the other party and it shall provide the other party with reasonable co-operation and assistance in relation to any such complaint, notice or communication.

7.7 Either party may, at any time on not less than 30 days' notice, revise this clause 7 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

8. LIMITATION OF LIABILITY

8.1 The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £5,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

8.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

8.3 Subject to clauses 8.2 and 8.4, the Supplier's total liability to the Customer shall not exceed the value of the Services paid for by the Customer in the 12 calendar months' preceding the date of the liability arising. The Supplier's total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.

8.4 This clause 8.4 sets out specific heads of excluded loss :

(a) Subject to clause 8.2, the types of loss listed in clause 8.4(b) are wholly excluded by the parties.

(b) The following types of loss are wholly 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.

(vii) Indirect, consequential or special loss.

8.5 The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, 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 Contract.

8.6 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 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

9. TERMINATION

9.1 Without affecting any other right or remedy available to it, in the case of the Support Services either party may terminate the Contract by giving the other party 90 days written notice.

9.2 Without affecting any other right or remedy available to it, in the case of the Managed Services, either party may terminate the Contract by giving no less than 60 days written notice to the other, such notice to expire on the last day of the initial Term or of any subsequent Renewal Period.

9.3 In the case of Zendesk Licensing, the Customer may terminate the Contract by giving no less than 60 days written notice to the Supplier, such notice to expire on the last day of the Initial Term as stated in the Order, the last day of any subsequent Renewal Period, or of an extended Term agreed mutually by both parties in a subsequent Order.

9.4 In the event that all Services have been terminated or have expired, this Contract shall terminate automatically without notice.

9.5 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(b) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(c) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

9.6 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

(a) the Customer fails to pay any amount due under the Contract on the due date for payment; or

(b) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 21 days of the Customer being notified in writing to do so;

9.7 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 9.4(a) to clause 9.4(c), or the Supplier reasonably believes that the Customer is about to become subject to any of them.

10. CONSEQUENCES OF TERMINATION

10.1 On termination or expiry of the Contract:

(a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(b) the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

10.2 Termination or expiry of the Contract 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 Contract which existed at or before the date of termination or expiry.

10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract including clauses 1, 2, and 5 to 11, shall remain in full force and effect.

11. GENERAL

11.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if the Force majeure event continues beyond a period of 30 days.

11.2 Assignment and other dealings.

(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(b) 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 the Contract without the prior written consent of the Supplier.

11.3 Confidentiality.

(a) Each party undertakes that it shall not at any time during the Contract, and for a period of three years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.3(b).

(b) Each party may disclose the other party's confidential information:

(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. 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 11.3; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

11.4 Entire agreement.

(a) The Contract 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.

(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

11.5 Conflict. If there is an inconsistency between any of the provisions in these Conditions and the Order, the provisions of the Order shall prevail.

11.6 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.7 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract 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 the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

11.8 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

11.9 Notices.

(a) Any notice or other communication given to a party under or in connection with the Contract 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); or sent by email to the address specified in the Order.

(b) Any notice shall be deemed to have been received:

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

(ii) 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 or at the time recorded by the delivery service; and

(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.9(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c) This clause 11.9 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

11.10 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

11.11 No partnership or agency. Nothing in the Contract is intended to or shall operate to create a partnership or joint venture between the parties, or to authorise either party to act as agent for the other and neither party shall have authority to act in the name of or on behalf of the other, or to enter into any commitment or make any representation or warranty or otherwise bind the other in any way.

11.12 Counterparts. The Contract may be executed in any number of counterparts and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart. Each counterpart, when executed, shall be an original of the Contract and all counterparts shall together constitute one instrument.

11.13 Prevention of bribery.

(a) Each party shall:

(i) comply with all applicable laws relating to anti-bribery and anti-corruption including the Bribery Act 2010 and the Criminal Finances Act 2017; and

(ii) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6, Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK or sections 45 or 46, Criminal Finances Act 2017.

11.14 Modern Slavery Act. The Customer shall take reasonable steps to ensure that slavery and human trafficking (as defined in section 54, Modern Slavery Act 2015 ("MSA")) is not taking place in any of its supply chains or in any part of its own business. The Customer shall, at the Supplier's request, provide the Supplier with a statement of any such steps it has taken, and such other information as the Supplier may reasonably require in order to enable it to prepare a slavery and human trafficking statement in accordance with the MSA. The Customer shall notify the Supplier immediately if it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with this Contract.

11.15 Governing law. The Contract, 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.

11.16 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 the Contract or its subject matter or formation.