OTHER IMPORTANT TERMS. 12.1. We may vary the Storage Costs or other terms of this Agreement and add new terms and conditions as long as such changes are notified to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms. 12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customers.
Appears in 5 contracts
Sources: Conditions of Agreement, Self Storage Agreement, Self Storage Agreement
OTHER IMPORTANT TERMS. 12.1. 12.1 We may vary at any time sub-license, assign, novate, charge or deal in any other manner with any or all of our rights and obligations under this Licence, provided we give written notice to you if this happens.
12.2 You shall not:
12.2.1 sub-license, assign or novate the Storage Costs benefit or other terms burden of this Agreement Licence in whole or in part;
12.2.2 allow the Software to become the subject of any charge, lien or encumbrance; and
12.2.3 deal in any other manner with any or all of its rights and add new terms and conditions as long as such changes are notified to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end obligations under this Agreement Licence, without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended termsour prior written consent.
12.2. 12.3 You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do we confirm that we are each acting on our own behalf and not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion benefit of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this person.
12.4 This Licence does not prevent Us from deciding give rise to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence.
12.5 You hereby agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not apply set out in this Licence or any document expressly referred to in it and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it;.
(h) if 12.6 Each of the provisions of this Licence operates separately. If any court or relevant authority decides that any of provision or part-provision of this Agreement is or becomes invalid, unlawful illegal or unenforceable to any extentunenforceable, it shall be treated as deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may Licence.
12.7 If we do not assign insist immediately that you do anything you are required to do under this Licence, or transfer if we delay in taking steps against you in respect of your breaking the terms of this Licence, or if we do not enforce all or any of Your our rights under against you, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
12.8 This Licence (and any document referred to in it) contains the whole agreement between you and us relating to the subject matter hereof (to the exclusion of any terms, provisions or conditions contained on or within any purchase order, acknowledgement or other business form that you may use in connection with this Agreement Licence) and supersedes all prior agreements, arrangements and understandings between you and us relating to that subject matter.
12.9 No variation of this Licence shall be effective unless it is in writing and signed by us.
12.10 This Licence, its subject matter and its formation (and any non-contractual disputes or part claims) shall be governed by and construed in accordance with possession English law. We both hereby irrevocably agree to the exclusive jurisdiction of the Unit or Goods whilst they are courts of England and Wales.
12.11 This Licence is prepared in the Facility; (j) We may transfer Our rights under English language and if it is translated into any other language, the English language version of this Agreement to another organisation and will let You know Licence shall prevail if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersis a conflict.
Appears in 4 contracts
Sources: End User License Agreement (Eula), Licence Agreement, Licence Agreement
OTHER IMPORTANT TERMS. 12.1This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and us. We may vary the Storage Costs or This Agreement is between you and us. Except as set forth in Sections 17, 18 and 27, no other terms of this Agreement and add new terms and conditions as long as such changes are notified to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms.
12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or person shall have any contractual force; (c) the terms rights to enforce any of this Agreement apply to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce . If any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it;
(h) if any provision or part-provision of this Agreement is found to be unlawful, void or becomes invalidfor any reason unenforceable, unlawful or unenforceable to any extent, it shall that provision will be treated as deleted, but that shall deemed severable from this Agreement and will not affect the validity and enforceability of the rest of this Agreement; (i) any remaining provision. You may not assign assign, transfer or transfer sublicense any or all of Your your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and without our prior written consent. We may enforce Our assign, transfer or sublicense any or all of our rights against or obligations under this Agreement without restriction. No waiver by either party of any one breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the joint customersterm “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and us relating to the subject matter of this Agreement, and, in the absence of fraud, supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Services or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Neither party will be responsible for any failure to fulfill any obligation due to any cause beyond its control.
Appears in 3 contracts
Sources: Terms of Service, Terms of Service, Terms of Service
OTHER IMPORTANT TERMS. 12.111.1. We will only use your personal information as set out in our privacy policy:
11.2. We may vary the Storage Costs transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or other terms of our obligations under this Agreement and add new terms and conditions as long as such changes are notified to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our noticeLicence.
11.3. You may end only transfer your rights or your obligations under this Agreement without charge before the change takes effect by giving notice Licence to another person if we agree in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended termswriting.
12.211.4. This Licence and any document expressly referred to in it constitute the entire agreement between you and us. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do that you have not rely relied on any statement, promise, representation, assurance promise or warranty representation made or given by or on behalf of the us which is not set out in this Agreement; (b) Licence or any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described document expressly referred to in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply it.
11.5. If we fail to the exclusion of any other terms insist that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it;
(h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer you perform any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the your obligations under this Agreement jointly Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and severally will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
11.6. Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
11.7. All information, data, drawings, specifications, documentation, listings, or object code which we may have imparted and may from time to time impart to you relating to the Software (other than the ideas and principles underlying the same) or Technical Documentation or procedures or modems is confidential. You hereby agree that it shall use the same solely in accordance with the provisions of this Licence and that it shall not at any time during or after expiry or termination of this Licence (in whole or with respect to the Support Services only), disclose the same, whether directly or indirectly to any third party without our prior written consent. We may enforce Our rights against grant permission for any one disclosure required by a governmental agency having regulatory authority over you.
11.8. We shall not be liable to you for any delay in performing, or for failure to perform, our obligations under this Licence if the delay or failure results from any cause or circumstance beyond our reasonable control (Force Majeure Event), provided the same arises without our fault or negligence. If a Force Majeure Event occurs, the date(s) for performance of the joint customersobligation affected shall be postponed for as long as is made necessary by the Force Majeure Event, provided that, if any Force Majeure Event continues for a period of or exceeding three months, either party may terminate this Licence immediately by written notice to the other party. We shall use our reasonable endeavours to minimise the effects of any Force Majeure Event.
11.9. This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
Appears in 2 contracts
Sources: End User License Agreement, End User License Agreement
OTHER IMPORTANT TERMS. 12.1. We may vary the Storage Costs transfer our rights and obligations under this License to another organization, but this will not affect your rights or other terms of our obligations under this Agreement and add new terms and conditions as long as such changes are notified License. You may only transfer your rights or your obligations under this License to You another person if we agree in writing. The modified terms will take effect on All License fees are non-refundable, i.e. there are no refunds or credits available for periods where you did not use the first Due Date occurring not less than 28 days after Software, used it only partially, replaced any Software with new or updated software or terminated this License prior to end of any month of the date term. All fees are exclusive of Our noticeall taxes, levies or duties applicable under any legal acts or imposed by tax authorities, unless stated otherwise in this License. Payment of such taxes, levies or duties is your responsibility. If you are a business customer, this License constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us relating to its subject matter, whether written or oral. You may end this Agreement without charge before the change takes effect by giving notice agree that you shall have no remedies in accordance with Condition 9.2. Otherwise, Your continued use respect of the Unit will be considered as Your acceptance of and agreement to the amended terms.
12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which (whether made innocently or negligently) that is not set out in this Agreement; (b) License. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any descriptions statement in this License or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described any document expressly referred to in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply it. If we fail to the exclusion of any other terms insist that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it;
(h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer you perform any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the your obligations under this Agreement jointly and severally and We may License, or if we do not enforce Our our rights against you or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any one later default by you. Each of the joint customersconditions of this License operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. If you are a consumer, please note that this License, its subject matter and its formation, are governed by English law. You and we both agree to that the courts of The Hashemite Kingdom of Jordan will have non-exclusive jurisdiction. If you are a business customer, this License, its subject matter and its formation (and any non-contractual disputes or claims) are governed by Jordanian law. We both irrevocably agree to the exclusive jurisdiction of the courts of The Hashemite Kingdom of Jordan.
Appears in 2 contracts
Sources: License Agreement, License Agreement
OTHER IMPORTANT TERMS. 12.120.1. We may vary in our sole discretion transfer and assign our rights and obligations under this Agreement to another organization, in the Storage Costs event of an acquisition, sale, merger, or change of control of Matillion but this will not affect your rights or our obligations under this Agreement.
20.2. You may only transfer or assign your rights or obligations under this Agreement to another person if we agree in writing, not to be unreasonably refused.
20.3. If a party fails to insist that the other terms party performs any of its obligations under this Agreement, or if it does not enforce its rights against that other party, or if it delays in doing so, that will not mean that it has waived its rights against the other party and will not mean that the other party does not have to comply with those obligations. If a party does waive a default by the other party, that will not mean that it will automatically waive any later default by that party.
20.4. Each of the provisions of this Agreement operates separately. If any court or competent authority decides that any of them are invalid, illegal or unenforceable, the remaining provisions will remain in full force and add new terms effect.
20.5. If any invalid, illegal or unenforceable provision of this Agreement would be valid, enforceable and conditions legal if some part of it were deleted, the provisions shall apply with whatever modification is necessary to give effect as long far as such changes are notified possible to You in writingthe commercial intention of the parties.
20.6. The modified terms law that will take effect on apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice courts that have jurisdiction over any such dispute or lawsuit, depend, in accordance with Condition 9.2clause 20.7, on where you, the Customer, are domiciled.
20.7. OtherwiseYou irrevocably agree for our exclusive benefit that if you are a) domiciled in the USA the courts of New York, Your continued use New York or b) domiciled in the United Kingdom or elsewhere excluding the USA the courts of the Unit will be considered England, shall have exclusive jurisdiction (save as Your acceptance set out in clause 20.8) to hear and determine any suit, action or proceeding and to settle any dispute which may arise out of or in connection with this Agreement, its subject matter or formation (including non-contractual disputes or claims) and agreement for such purposes you irrevocably submit to the amended termsjurisdiction of such courts.
12.220.8. You acknowledge Nothing in clause 20.7 shall limit a party’s right to take injunctive proceedings against the other party in any court of competent jurisdiction, nor shall the taking of proceedings in one or more jurisdictions preclude the taking of proceedings in any such other jurisdiction whether concurrently or not (unless precluded by applicable law).
20.9. This Agreement and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) any documents referred to in it constitute the whole agreement with Us andbetween the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
20.10. Each of the parties acknowledges and agrees that in entering into this Agreement, You do Agreement it does not rely on any statementundertaking, promise, assurance, statement, representation, assurance warranty or warranty which is not understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement; (b) any descriptions .
20.11. Nothing in this Agreement is intended to or illustrations on Our website are published shall operate to create a partnership between the parties, or authorize either party to act as agent for the sole purpose other, and neither party shall have the authority to act in the name or on behalf of giving an approximate idea or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
20.12. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns).
1. The definitions and rules of interpretation set out in the main body of the services described in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply in this Schedule. In addition the following definitions apply in this Schedule: including the GDPR (as defined below), the California Consumer Privacy Act (“CCPA”) and any applicable national implementing or supplementary legislation and any successor, amendment or re-enactment, to or of the foregoing; GDPR means, collectively, Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the exclusion processing of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; personal data and repealing Directive 95/46/EC (d“EU GDPR”) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and the EU GDPR incorporated into the terms laws of this Agreement; the United Kingdom, pursuant to section 3 of the European Union (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third PartiesWithdrawal) Act 1999 shall not apply 2018 (as amended, including by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019); personal data has the meaning given to it;
(h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the FacilityData Protection Legislation; (j) We may transfer Our rights under this Agreement personal data breach has the meaning given to another organisation and will let You know if We plan it in the Data Protection Legislation; processing has the meaning given to do this; and (k) where there are two or more joint customers, each individual customer takes on it in the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customers.Data Protection Legislation;
Appears in 1 contract
Sources: Terms of Service Agreement
OTHER IMPORTANT TERMS. 12.132.1 We are required by FCA Rules to make and retain records of telephone conversations and electronic communications which relate to the reception, transmission and execution of your FX Trades (and other transactions) under this Ebury Markets Agreement for seven years or such other timeframe as relevant rules may require. Ebury Markets will retain a copy of the recording of such conversations and communications with you, and these will be available to you on request, for a period of five years. We may vary the Storage Costs or other terms provide copies of such records to regulatory authorities upon their request in order to comply with our regulatory obligations, without your consent.
32.2 Except where expressly provided otherwise, no express term of this Ebury Markets Agreement and add new terms and conditions as long as such changes are notified (nor any term implied under it) is enforceable pursuant to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms.
12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall or otherwise by any person who is not apply a party to it.
32.3 We may agree to communicate with you in one or more languages depending on the location of the Ebury Representative which provides Services to you. The primary business language used by Ebury Markets is English, and so if we have not expressly agreed otherwise, communications from you to us (in particular legal notices, correspondence and documentation) should be in the English language.
32.4 Any notice or other information required by this Ebury Markets Agreement shall be given to the other, by delivering it by hand; sending it by pre-paid registered post; or sending it by email or comparable means of communication to the other party. Any notice or information given by post in the manner provided by this Clause 32.4 (Other Important Terms), which is not returned to the sender as undelivered shall be deemed to have been given five (5) Business Days after the envelope containing it was posted. Any notice or information sent by email or comparable means of communication shall be deemed to have been duly given on the date of transmission (unless such notice or information is returned to the sender as undelivered). Service of any document for the purposes of any legal proceedings concerning or arising out of this Ebury Markets Agreement shall be effected by either party by causing it to be delivered to the other party at its registered office or at its last known address, as applicable.
32.5 We may listen in to or record phone calls with you (or any of your Authorised Parties) to:
(a) check we are carrying out your instructions correctly and that we are meeting our regulatory obligations;
(hb) if help detect or prevent fraud or other crimes;
(c) improve our Ebury Markets Services; and/or
(d) to the extent permitted by Applicable Law, use in any provision dispute or part-legal proceedings.
32.6 Should any provision of this Ebury Markets Agreement is be deemed unenforceable, illegal or becomes invalidineffective, unlawful the remaining provisions will nevertheless remain in full force and effect.
32.7 We may:
(a) assign any or unenforceable all of our rights under this Ebury Markets Agreement to any extentAffiliates or third parties; and
(b) transfer (by novation or otherwise) all or any of our obligations under this Ebury Markets Agreement to any person (a Transferee) provided that no transfer of our obligations will be effective until the Transferee has confirmed to you in writing that it is bound by the terms of this Ebury Markets Agreement.
32.8 You may not transfer any of your rights or obligations under this Ebury Markets Agreement without our prior written consent.
32.9 No failure or delay by either party in exercising any of its rights under this Ebury Markets Agreement or pursuant to Applicable Laws shall be deemed to constitute a waiver of that or any other remedy or right, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
32.10 This Ebury Markets Agreement shall apply to each FX Trade (or other transaction) which is outstanding as at the date of this Ebury Markets Agreement which is subject to an agreement that you have previously entered into with Ebury Markets. Each such FX Trade (or other transaction) shall be treated as deleted, but that if it had been entered into under this Ebury Markets Agreement and the terms of each such FX Trade (or other transaction) shall not affect be amended accordingly with effect from and including the validity and enforceability of the rest date of this Ebury Markets Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customers.
Appears in 1 contract
Sources: Ebury Markets Agreement
OTHER IMPORTANT TERMS. 12.1. We may vary the Storage Costs or other terms of this Agreement and add new terms and conditions as long as such changes are notified to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms.
12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion 22.1 A waiver of any other terms that You seek to impose right or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us remedy under these Terms and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded Conditions is only effective if given in writing and incorporated into the terms shall not be deemed a waiver of this Agreement; (f) if We decide not any subsequent breach or default. A failure or delay by a party to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived remedy provided under these Terms and Conditions or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 by law shall not apply to it;constitute a waiver of that or any other right or remedy, nor shall it preclude 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 these Terms and Conditions or by law shall preclude or restrict the further exercise of any such right or remedy.
22.2 Unless specifically provided otherwise, rights arising under these Terms and Conditions are cumulative and do not exclude rights provided by law.
22.3 If any court or competent authority finds that any provision of these Terms and Conditions (hor part of any provision) if any is invalid, illegal or unenforceable, that provision or part-provision of this Agreement is or becomes invalidshall, unlawful or unenforceable to any extentthe extent required, it shall be treated as deemed to be deleted, but that shall not affect and the validity and enforceability of the rest other provisions of this these Terms and Conditions shall not be affected.
22.4 These Terms and Conditions constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of these Terms and Conditions.
22.5 Each party acknowledges that, in entering into these Terms and Conditions, it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions.
22.6 Each party agrees that its only liability in respect of those representations and warranties that are set out in these Terms and Conditions (whether made innocently or negligently) shall be for breach of Agreement; (i) .
22.7 You may not assign shall not, without our prior written consent, assign, transfer, charge, mortgage, sub-contract or transfer deal in any other manner with all or any of Your your rights or obligations under these Terms and Conditions.
22.8 Nothing in these Terms and Conditions is intended to, or shall operate to, create a partnership between the parties.
22.9 Except as expressly provided in these Terms and Conditions:
22.9.1 neither party authorises the other party to act as agent for it; and
22.9.2 neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
22.10 A person who is not a party to these Terms and Conditions shall not have any rights under this Agreement or part in connection with possession of the Unit or Goods whilst they are it.
22.11 We may be paid interest by a Hub Account Provider on sums held in a Hub Account(s), but no interest will be paid to you in relation to sums held in any Hub Account(s). If a Hub Account Provider pays interest into a Hub Account(s), such interest will not be held in the Facility; (jrelevant Hub Account(s) We may transfer Our on trust for you as set out in these Terms and Conditions but will instead be our legal and beneficial property. You shall have no entitlement to, or rights under this Agreement in respect of, such amount, and we will be free to another organisation withdraw it from the relevant Hub Account(s) at any time and will let You know if We plan to shall generally do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersso as soon as we can.
Appears in 1 contract
Sources: Customer Terms & Conditions
OTHER IMPORTANT TERMS. 12.1This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and us. We may vary the Storage Costs or This Agreement is between you and us. Except as set forth in Sections 12, 13 and 21, no other terms of this Agreement and add new terms and conditions as long as such changes are notified to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms.
12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or person shall have any contractual force; (c) the terms rights to enforce any of this Agreement apply to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce . If any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it;
(h) if any provision or part-provision of this Agreement is found to be unlawful, void or becomes invalidfor any reason unenforceable, unlawful or unenforceable to any extent, it shall that provision will be treated as deleted, but that shall deemed severable from this Agreement and will not affect the validity and enforceability of the rest of this Agreement; (i) any remaining provision. You may not assign assign, transfer or transfer sublicense any or all of Your your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and without our prior written consent. We may enforce Our assign, transfer or sublicense any or all of our rights against or obligations under this Agreement without restriction. No waiver by either party of any one breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the joint customersterm including or variations thereof in this Agreement shall be construed as if followed by the phrase without limitation. This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and us relating to the subject matter of this Agreement, and, in the absence of fraud, supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Services or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Neither party will be responsible for any failure to fulfill any obligation due to any cause beyond its control.
Appears in 1 contract
Sources: Terms of Service
OTHER IMPORTANT TERMS. 12.1. 13.1 We may vary transfer and assign our rights and obligations under this ▇▇▇▇ to another organisation, but this will not affect your rights or our obligations under this ▇▇▇▇.
13.2 You may only transfer or assign your rights or obligations under this ▇▇▇▇ to another person if we agree in writing.
13.3 If we fail to insist that you perform any of your obligations under this ▇▇▇▇, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any later default by you.
13.4 Each of the Storage Costs or other terms provisions of this Agreement ▇▇▇▇ operates separately. If any court or competent authority decides that any of them are invalid, illegal or unenforceable, the remaining provisions will remain in full force and add new terms effect.
13.5 If any invalid, illegal or unenforceable provision of this ▇▇▇▇ would be valid, enforceable and conditions legal if some part of it were deleted, the provisions shall apply with whatever modification is necessary to give effect as long far as such changes are notified possible to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use commercial intention of the Unit will be considered parties.
13.6 Please note that, save as Your acceptance expressly set out in the Standard Contractual Clauses (if applicable), disputes or claims arising in connection with this ▇▇▇▇, its subject matter and its formation (including non-contractual disputes or claims) are governed by English law.
13.7 You irrevocably agree for our exclusive benefit that the courts of England shall have exclusive jurisdiction (save as expressly set out in clause 13.8 and agreement the Standard Contractual Clauses (if applicable)) to hear and determine any suit, action or proceeding and to settle any dispute which may arise out of or in connection with this ▇▇▇▇, its subject matter or formation (including non-contractual disputes or claims) and for such purposes you irrevocably submit to the amended termsjurisdiction of such courts.
12.2. You acknowledge 13.8 Nothing in clause 13.7 shall limit our right to take proceedings against you in any court of competent jurisdiction, nor shall the taking of proceedings in one or more jurisdictions preclude the talking of proceedings in any such other jurisdiction whether concurrently or not (unless precluded by applicable law).
13.9 This ▇▇▇▇ and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) any documents referred to in it, constitute the whole agreement with Us andbetween the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
13.10 Each of the parties acknowledges and agrees that in entering into this Agreement, You do ▇▇▇▇ it does not rely on any statementundertaking, promise, assurance, statement, representation, assurance warranty or warranty which is not understanding (whether in writing or not) of any person (whether party to this ▇▇▇▇ or not) relating to the subject matter of this ▇▇▇▇, other than as expressly set out in this Agreement; (b) any descriptions ▇▇▇▇.
13.11 Nothing in this ▇▇▇▇ is intended to or illustrations on Our website are published shall operate to create a partnership between the parties, or authorise either party to act as agent for the sole purpose other, and neither party shall have the authority to act in the name or on behalf of giving an approximate idea of or otherwise to bind the services described other in them any way (including, but they will not form part of this Agreement or have any contractual force; (c) limited to, the terms of this Agreement apply to the exclusion making of any other terms that You seek to impose representation or incorporatewarranty, the assumption of any obligation or which are implied by law, trade custom, practice or course liability and the exercise of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this or power).
13.12 This ▇▇▇▇ does not prevent Us from deciding to exercise confer any rights on any person or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; party (g) it is not intended that anyone other than You the parties to this ▇▇▇▇ and, where applicable, their successors and Us will have any rights under this Agreement and accordingly permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999 shall not apply to it;
(h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customers1999.
Appears in 1 contract
Sources: End User License Agreement (Eula)
OTHER IMPORTANT TERMS. 12.1. We may vary 23.1 You acknowledge that the Storage Costs following provisions will apply.
(a) any representation or other terms of warranty in this Agreement and add new terms and conditions as long as such changes are notified given by you is deemed to You in writing. The modified terms will take effect be repeated:
(i) whenever you accept an Assignment;
(ii) when you start an Assignment;
(iii) the first Business Day of each week while the Assignment is ongoing;
(iv) when you complete an Assignment; and
(v) on the first Due Date occurring not less than 28 days after Business Day of the date calendar year.
(b) When a representation or warranty is repeated, it is made by reference to the relevant Assignment and circumstances existing at the time of Our notice. You the repetition.
23.2 We may end satisfy any indemnity in this Agreement without charge before the change takes effect (in whole or in part) by giving notice in accordance with Condition 9.2. Otherwise, Your continued use way of the Unit will be considered as Your acceptance of and agreement deduction or set- off from any current or future payment to the amended termsyou.
12.223.3 We may at any time assign, transfer, charge, subcontract or deal in any manner with any or all of our rights and obligations under this Agreement.
23.4 Nothing in the Agreement is intended or shall be construed to create a relationship of employment, joint venture, agency or partnership between us. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us andAccordingly, except as expressly authorised in entering this Agreement, You do not rely no party shall have any authority to act or make representations on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea behalf of the services described other party, and nothing herein shall impose liability on a party in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion respect of any other terms liability incurred by another party to a third party.
23.5 If we fail to insist that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course you perform any of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into your obligations under this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Usor if we do not enforce our rights against you, have been recorded or if we delay in writing and incorporated into the terms of this Agreement; (f) if We decide doing so, that will not to exercise or enforce any right mean that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We we have waived our rights against you, given consent for any actions or given up Our ability omissions, and will not mean that you do not have to comply with those obligations. If we do so; (g) it is waive a default by you, we will only do so in writing, and that will not intended mean that anyone we will automatically waive any later or other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it;default by you.
(h) if any provision or part-23.6 Each provision of this Agreement operates separately. If any court or competent authority decides that any provision is or becomes invalidvoid, unlawful or unenforceable to any extentunenforceable, it then that provision shall be treated as deleted, but that deemed severable and shall not affect the validity and or enforceability of the rest remaining provisions, which shall remain in full force and effect. If any part of any provision is void, unlawful or unenforceable, the remainder of that provision shall be deemed severable and remain in full force and effect, to the extent permitted by law.
23.7 Condition 4 (Licence Restrictions), Condition 5 (Acceptable Use Restrictions), Condition 6 (Intellectual Property Rights), Condition 7 (Confidential Information), Condition 8 (Assignment Terms), Condition 13 (Our Relationship), Condition 15.2 (Your Responsibility), Condition 17 (Non-Solicitation), Data Protection (Condition 18), Condition 19 (Limitation of Liability), Condition 21.1 (Events Outside Our Control), Condition 22 (Communication Between Us), Condition 23 (Other Important Terms) and any rights or obligations of the parties hereunder that by their nature are reasonably intended to survive termination or expiration, shall survive termination or expiration of this Agreement; (i) , howsoever arising.
23.8 This Agreement, its subject matter and its formation, and any matter or dispute arising out of or in connection with it or performance under it are governed by English law, without giving effect to choice of law principles. You may not assign and we both irrevocably consent to the exclusive jurisdiction of the courts of England and Wales for any matter or transfer any dispute arising out of Your rights under or in connection with this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights performance under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersit.
Appears in 1 contract
Sources: Terms of Use, Mobile Application License Agreement, Engineer Agreement
OTHER IMPORTANT TERMS. 12.118.1 We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
18.2 You may vary the Storage Costs only transfer your rights or other terms of your obligations under this Appliance Agreement and add new terms and conditions as long as such changes are notified to You another person if we agree in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms.
12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this 18.3 This Appliance Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding give rise to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 ▇▇▇ ▇▇▇▇ to enforce any term of this Appliance Agreement.
18.4 Nothing in this Appliance Agreement is intended to or shall operate to create a partnership between us, or authorise either of us to act as agent for the other, and neither of us shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
18.5 Each of us acknowledges and agrees that in entering into this Appliance Agreement neither of us is relying on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Appliance Agreement or not) relating to the subject matter of this Appliance Agreement, other than as expressly set out in this Appliance Agreement.
18.6 Except as expressly provided in this Appliance Agreement the rights and remedies provided under this Appliance Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
18.7 This Appliance Agreement, the Schedule and any documents annexed as appendices to this Appliance Agreement contain the whole agreement between us relating to the subject matter.
18.8 Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
18.9 If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
18.10 Which laws apply to it;
this Appliance Agreement and where you may bring legal proceedings. This Appliance Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (hincluding non-contractual disputes or claims) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but governed by and construed in accordance with the law of England and Wales. Each of us irrevocably agrees that the courts of England and Wales shall not affect the validity and enforceability have exclusive jurisdiction to settle any dispute or claim arising out of the rest of or in connection with this Agreement; (i) You may not assign or transfer any of Your rights under this Appliance Agreement or part with possession of the Unit its subject matter or Goods whilst they are in the Facility; formation (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two including non- contractual disputes or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersclaims).
Appears in 1 contract
Sources: Appliance Agreement
OTHER IMPORTANT TERMS. 12.1. 9.1 We may vary the Storage Costs transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or other terms of our obligations under this Agreement and add new terms and conditions as long as such changes are notified Licence.
9.2 You may only transfer your rights or your obligations under this Licence to You another person if we agree in writing. The modified terms will take effect on .
9.3 This Licence (and any Licence Agreement entered into between us and you) constitutes the first Due Date occurring not less than 28 days after the date of Our noticeentire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You may end this Agreement without charge before the change takes effect by giving notice agree that you shall have no remedies in accordance with Condition 9.2. Otherwise, Your continued use respect of the Unit will be considered as Your acceptance of and agreement to the amended terms.
12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which (whether made innocently or negligently) that is not set out in this Agreement; Licence (b) or any descriptions Licence Agreement entered into between us and you). You agree that you shall have no claim for innocent or illustrations negligent misrepresentation or negligent misstatement based on Our website are published for the sole purpose of giving an approximate idea of the services described any statement in them but they will not form part this in this Licence (or Licence Agreement entered into between us and you).
9.4 The terms of this Agreement Licence will prevail over the terms of any Evaluation Plan to the extent of any inconsistency or have conflict. In the event of any contractual force; (c) conflict between the terms of this Agreement apply to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us Licence and We have, prior to You entering into this its corresponding Licence Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of the Licence Agreement will prevail.
9.5 If we fail to insist that you perform any of your obligations under this Agreement; (f) Licence, or if We decide we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to exercise comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
9.6 Save for our third party licensors who may enforce this Licence in so far as it relates to your use of their software or enforce any right that We have against You at a particular timedocuments under this Licence, then this Licence does not prevent Us from deciding grant to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any third party any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply ▇▇▇ ▇▇▇▇ to it;enforce any of its terms.
(h) if any provision or part-provision 9.7 Each of the conditions of this Agreement is Licence operates separately. If any court or becomes invalid, competent authority decides that any of them are unlawful or unenforceable unenforceable, the remaining conditions will remain in full force and effect.
9.8 This Licence, its subject matter and its formation (and any non-contractual disputes or claims relating to any extent, it shall be treated as deleted, but that shall not affect or them) are governed by English law. We both irrevocably agree to the validity and enforceability exclusive jurisdiction of the rest courts of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation England and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersWales.
Appears in 1 contract
Sources: End User License Agreement (Eula)
OTHER IMPORTANT TERMS. 12.1. We may vary the Storage Costs or other terms of this Agreement and add new terms and conditions as long as such changes are notified to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms.
12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion of any other terms that You seek seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it;
; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customersStorers, each individual customer person takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersseverally.
Appears in 1 contract
Sources: Self Storage Agreement
OTHER IMPORTANT TERMS. 12.1. We may vary the Storage Costs or other terms of this Agreement and add new terms and conditions as long as such changes are notified to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms.
12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it;
; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customers.
Appears in 1 contract
Sources: Self Storage Agreement
OTHER IMPORTANT TERMS. 12.1. 21.1 This Agreement does not give you any rights in relation to the use of the Netduma Router, the Software or Documentation not expressly granted to you in this Agreement.
21.2 We may vary transfer our rights and obligations under this Agreement to another organisation, but this will not affect your rights or our obligations under this Agreement.
21.3 You may only transfer your rights or your obligations under this Agreement to another person subject to clause 3.6.
21.4 This Agreement is made between you and Netduma. Except where we have agreed that you can transfer you rights to another person, this Agreement is not intended to be enforceable by any third party (other than Netduma Software Limited or any other person who licences their rights to us in connection with the Storage Costs Netduma Router or Software and our resellers). Neither you nor Netduma need to get the agreement of any other person to change its terms except where the rights of Netduma’s licensors are affected.
21.5 If you are not regarded as a consumer for the purposes of this Agreement, this Agreement and add new terms any document expressly referred to in it constitutes the entire agreement between you and conditions as long as such changes are notified to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement us to the amended terms.
12.2exclusion of any other terms or conditions you try to impose or incorporate or which might be implied by law. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do that you have not rely relied on any statement, promise, representation, assurance promise or warranty representation made or given by or on our behalf which is not set out in this Agreement or any document expressly referred to in it.
21.6 If we fail to insist that you perform any of your obligations under this Agreement; (b) , or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea later default by you.
21.7 Each of the services described in them but they will not form part provisions of this Agreement operates separately. If any court or have competent authority decides that any contractual force; of them (cor any part of them) are unlawful or unenforceable, the remaining provision (or part of the relevant provision) will remain in full force and effect.
21.8 In some cases, these terms of this Agreement apply to will be translated into another language. If there are any inconsistencies between the exclusion of any other terms English language version and a translated version, the English language version will override the version in another language.
21.9 If you are a consumer, please note that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between its subject matter and its formation, are governed by English law. You and Uswe both agree to that the courts of England and Wales will have non-exclusive jurisdiction. You consent to this jurisdiction and will not raise jurisdiction simpliciter or forum non conveniens. Both parties will try to solve any disagreements quickly and efficiently. If you are not happy with the way we deal with any disagreement and decide to take court proceedings, have been recorded in writing you may do so within the English courts.
21.10 For consumers, we will try to resolve any disagreement or disputes quickly and incorporated into efficiently. If you are not happy with the terms of way we deal with any disagreement, you and we may refer the matter to mediation, but neither you nor we are restricted from bringing any court proceedings
21.11 If you are a business customer, this Agreement; , its subject matter and its formation (fand any non-contractual disputes or claims) if are governed by English law. We decide both agree to the exclusive jurisdiction of the courts of England and Wales.
21.12 The laws of some countries may not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You allow some exclusions and limitations of responsibility and liability as set out in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly and/or may give you additional rights in relation to the Contracts (Rights of Third Parties) Act 1999 shall not apply to it;
(h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customers.Netduma Router,
Appears in 1 contract
Sources: End User License Agreement (Eula)
OTHER IMPORTANT TERMS. 12.1. We may vary the Storage Costs or other terms of this Agreement and add new terms and conditions as long as such changes are notified to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms.
12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion of any other terms that You seek seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; ;
(e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it;
; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customersStorers, each individual customer person takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersseverally.
Appears in 1 contract
Sources: Self Storage Agreement
OTHER IMPORTANT TERMS. 12.111.1. We will only use your personal information as set out in our privacy policy: ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇/government/organisations/public-health- england/about/personal-information-charter.
11.2. We may vary the Storage Costs transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or other terms of our obligations under this Agreement and add new terms and conditions as long as such changes are notified to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our noticeLicence.
11.3. You may end only transfer your rights or your obligations under this Agreement without charge before the change takes effect by giving notice Licence to another person if we agree in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended termswriting.
12.211.4. This Licence and any document expressly referred to in it constitute the entire agreement between you and us. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do that you have not rely relied on any statement, promise, representation, assurance promise or warranty representation made or given by or on behalf of the us which is not set out in this Agreement; (b) Licence or any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described document expressly referred to in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply it.
11.5. If we fail to the exclusion of any other terms insist that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it;
(h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer you perform any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the your obligations under this Agreement jointly Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and severally will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
11.6. Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
11.7. All information, data, drawings, specifications, documentation, listings, or object code which we may have imparted and may from time to time impart to you relating to the Software (other than the ideas and principles underlying the same) or Technical Documentation or procedures or modems is confidential. You hereby agree that it shall use the same solely in accordance with the provisions of this Licence and that it shall not at any time during or after expiry or termination of this Licence (in whole or with respect to the Support Services only), disclose the same, whether directly or indirectly to any third party without our prior written consent. We may enforce Our rights against grant permission for any one disclosure required by a governmental agency having regulatory authority over you.
11.8. We shall not be liable to you for any delay in performing, or for failure to perform, our obligations under this Licence if the delay or failure results from any cause or circumstance beyond our reasonable control (Force Majeure Event), provided the same arises without our fault or negligence. If a Force Majeure Event occurs, the date(s) for performance of the joint customersobligation affected shall be postponed for as long as is made necessary by the Force Majeure Event, provided that, if any Force Majeure Event continues for a period of or exceeding three months, either party may terminate this Licence immediately by written notice to the other party. We shall use our reasonable endeavours to minimise the effects of any Force Majeure Event.
11.9. This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
Appears in 1 contract
Sources: End User License Agreement
OTHER IMPORTANT TERMS. 12.132.1 We are required by FCA Rules to make and retain records of telephone conversations and electronic communications which relate to the reception, transmission and execution of your FX Trades (and other transactions) under this Ebury Markets Agreement for seven years or such other timeframe as relevant rules may require. Ebury Markets will retain a copy of the recording of such conversations and communications with you, and these will be available to you on request, for a period of five years. We may vary the Storage Costs or other terms provide copies of such records to regulatory authorities upon their request in order to comply with our regulatory obligations, without your consent.
32.2 Except where expressly provided otherwise, no express term of this Ebury Markets Agreement and add new terms and conditions as long as such changes are notified (nor any term implied under it) is enforceable pursuant to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms.
12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall or otherwise by any person who is not apply a party to it.
32.3 We may agree to communicate with you in one or more languages depending on the location of the Ebury Representative which provides Services to you. The primary business language used by Ebury Markets is English, and so if we have not expressly agreed otherwise, communications from you to us (in particular legal notices, correspondence and documentation) should be in the English language.
32.4 Any notice or other information required by this Ebury Markets Agreement shall be given to the other, by delivering it by hand; sending it by pre-paid registered post; or sending it by email or comparable means of communication to the other party. Any notice or information given by post in the manner provided by this Clause 32.4 (Other Important Terms), which is not returned to the sender as undelivered shall be deemed to have been given five (5) Business Days after the envelope containing it was posted. Any notice or information sent by email or comparable means of communication shall be deemed to have been duly given on the date of transmission (unless such notice or information is returned to the sender as undelivered). Service of any document for the purposes of any legal proceedings concerning or arising out of this Ebury Markets Agreement shall be effected by either party by causing it to be delivered to the other party at its registered office or at its last known address, as applicable.
32.5 We may listen in to or record phone calls with you (or any of your Authorised Parties) to:
(a) check we are carrying out your instructions correctly and that we are meeting our regulatory obligations;
(hb) if help detect or prevent fraud or other crimes;
(c) improve our Ebury Markets Services; and/or
(d) to the extent permitted by Applicable Law, use in any provision dispute or part-legal proceedings.
32.6 Should any provision of this Ebury Markets Agreement is be deemed unenforceable, illegal or becomes invalidineffective, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity remaining provisions will nevertheless remain in full force and enforceability of the rest of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customerseffect.
Appears in 1 contract
Sources: Ebury Markets Agreement
OTHER IMPORTANT TERMS. 12.1. 11.1 We may vary transfer our rights and obligations under this Licence to another entity, but this will not affect your rights or our obligations under this Licence.
11.2 We may amend the Storage Costs or other terms of this Agreement and add new terms and conditions as long as such changes are notified Licence from time to You time by giving you notice in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit Software after such notice has been given will be considered as Your constitute your acceptance of and agreement to the amended termsamendment of this Licence.
12.2. You acknowledge 11.3 This Licence constitutes the entire agreement between us and agree that: (a) supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter provided that if this Licence is a Business Licence, the terms of this document (including Licence may be varied by the StoreProtect addendum where applicable) constitute the whole terms of any maintenance agreement with Us and, entered into by us. You agree that you shall have no remedies in entering this Agreement, You do not rely on respect of any statement, promise, representation, assurance or warranty which (whether made innocently or negligently) that is not set out in this Agreement; (b) Licence. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any descriptions statement in this in this Licence.
11.4 If we fail to insist that you perform any of your obligations under this Licence, or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described if we do not enforce our rights against you, or if we delay in them but they doing so, that will not form part mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
11.5 Each of this Agreement or have any contractual force; (c) the terms of this Agreement apply to Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the exclusion of remaining terms will remain in full force and effect.
11.6 This Licence is written in the English language. If this Licence is translated into any other terms that You seek to impose or incorporatelanguage, or which the English language version shall prevail.
11.7 If this is a Home Licence, this Licence, its subject matter and its formation, are implied governed by Scots law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between . You and Us, have been recorded in writing and incorporated into we both agree that the terms courts of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us Scotland will have any rights under non-exclusive jurisdiction.
11.8 If this Agreement is a Business Licence, this Licence, its subject matter and accordingly the Contracts its formation (Rights of Third Parties) Act 1999 shall not apply to it;
(h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customers.and
Appears in 1 contract
Sources: Software License Agreement
OTHER IMPORTANT TERMS. 12.1. We may vary 21.1 You will take all proper steps to keep confidential all Confidential Information which is disclosed to you or obtained by you pursuant to or as a result of our Agreement, and will not divulge the Storage Costs same to any third party except to the extent that any such Confidential Information becomes public through no fault on your part.
21.2 Notwithstanding the provisions in clause 21.1 you shall be entitled to make any disclosure required by law, by a court or tribunal of competent jurisdiction or by any governmental or other terms regulatory authority.
21.3 Upon termination of this our Agreement, you will return to Us any written data (without retaining copies thereof) provided for the purposes of our Agreement.
21.4 Notwithstanding the termination or expiry of our Agreement for whatever reason the obligations and add new terms and conditions as long as such changes are notified to You restrictions in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after clause 21.1 above shall be valid for a period of five years from the date of our Agreement.
21.5 Each provision of this Clause is to be construed as a separate limitation (applying and surviving even if for any reason one or other of the said provisions is held inapplicable or unreasonable in any circumstances) and shall remain in force notwithstanding termination of this Contract.
21.6 No action may be brought under our Agreement more than two years after its termination or, in the event of default by Us or you, more than two years after such default has come to the notice of the other party.
21.7 Amendment: These Terms may be amended or modified in whole or in part at any time by an agreement in writing signed by a partner, director or other officer of Ours.
21.8 Nothing contained in our Agreement shall be so construed as to constitute either us to be the agent of the other.
21.9 Our notice. You Agreement shall not operate so as to create a partnership or joint venture of any kind between Us and you.
21.10 Time shall be of the essence of our Agreement, both as regards the dates and periods mentioned and as regards any dates and periods which may end this Agreement without charge before the change takes effect by giving notice be substituted for them in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of our Agreement or by agreement in writing between Us and you.
21.11 We may transfer our agreement to the amended terms.
12.2someone else. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it;
(h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights and obligations under these Terms to another organisation, and We will always notify you in writing if this happens, but this will not affect your rights or Our obligations under these Terms.
21.12 You need Our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these Terms to another person if We agree in writing.
21.13 Nobody else has any rights under this Agreement Contract. This contract is between you and Us. No other person shall have any rights to another organisation enforce any of its terms.
21.14 If a court find part of this contract illegal, the rest will continue in force. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and will let You know effect.
21.15 Even if We plan delay in enforcing this contract, We can still enforce it later.
21.16 Which laws apply to do this; this contract and (k) where there you may bring legal proceedings. These Terms are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally governed by English law. You and We may enforce Our rights against any one both agree to submit to the non-exclusive jurisdiction of the joint customersEnglish courts. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.
21.17 Mediation: We and you agree to use our best efforts to negotiate in good faith and settle amicably any dispute that may arise out of or relate to our Agreement or a breach thereof. If any such dispute cannot be settled amicably through ordinary negotiations between us we agree to refer the matter to a mediator to be agreed between us and in the absence of agreement between us to a court of competent jurisdiction.
Appears in 1 contract
Sources: Terms and Conditions
OTHER IMPORTANT TERMS. 12.1. We 15.1 Supplier may vary the Storage Costs or other terms of transfer its rights and obligations under this Agreement and add new terms and conditions as long as such changes are notified to You in writinganother organisation, but this shall not affect Customer's rights or Supplier's obligations under this Agreement.
15.2 Customer may transfer its rights or obligations, or otherwise deal with its rights, under this Agreement with Supplier's prior written consent that may not be unreasonably withheld or delayed. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date Upon a change of Our notice. You Control of Customer Supplier may end terminate this Agreement without charge before notice unless the change takes effect by giving notice Supplier has agreed otherwise in accordance with Condition 9.2. Otherwisewriting, Your continued use of the Unit will such agreement not to be considered as Your acceptance of and agreement to the amended termsunreasonably withheld or delayed.
12.215.3 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the Parties, whether written or oral, relating to its subject matter. You acknowledge and agree that: (a) the terms Customer agrees that it shall have no remedies in respect of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promisemisstatement, representation, misrepresentation, assurance or warranty which (whether made innocently or negligently) that is not set out in this Agreement; (b) . Customer agrees that it shall have no claim for innocent, negligent misrepresentation or negligent misstatement based on any descriptions statement made to Customer prior to entering into this Agreement or illustrations on Our website are published for the sole purpose of giving an approximate idea included expressly or impliedly in this Agreement.
15.4 This Agreement shall apply to any use Customer makes of the services described Software at any time. No terms in them but they any documents or other correspondence that Customer may send to the Supplier, including any terms in any Quotation Request, Renewal Request, Purchase Order or terms of business, shall apply.
15.5 Failure by either Party to demand the enforcement of any obligations imposed on the other Party by this Agreement, or any delay in doing so, shall not constitute a waiver of that obligation. A waiver of any default by Supplier will only be effective if it is in writing executed by one of Supplier's directors and will not form part constitute a waiver of any subsequent default by Customer.
15.6 Each provision of this Agreement operates separately. If any court or have competent authority decides that any contractual force; (c) one of the terms provisions is unlawful, invalid or unenforceable, but would be lawful, valid or enforceable if some part of this Agreement it were deleted or modified, the provision in question shall apply with such deletion or modification as may be necessary to make it lawful, valid or enforceable, and the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us remaining conditions will remain in full force and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into effect.
15.7 Supplier may modify the terms of this Agreement; , at Supplier's sole discretion, providing that these modifications will not change the duration of this Agreement nor the principal characteristics of what is provided to Customer. Supplier shall notify Customer before Supplier makes any changes to these terms, in one of the following ways:
(fa) if We decide not to exercise If Customer downloads or enforce install a new version of the Software, the terms included with the Software will replace these terms.
(b) The license terms included within the Software are available on Supplier's website ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.
(c) Supplier may email Customer. Customer's continued installation and use of the Software after Supplier provides notice of any right amended terms constitutes Customer's acceptance of the amended terms. In the event that We have against You at a particular time, then this Customer does not prevent Us from deciding accept the changes to exercise these terms, Customer shall immediately cease to use the Software provided to Customer under this Agreement, notify Supplier accordingly, and this Agreement shall terminate immediately. Customer shall be entitled to a refund of any unused portion of the Fees paid or enforce that right at a later date unless We tell You payable by Customer in writing that We have waived or given up Our ability respect of the Licence Period during which the termination occurs.
15.8 This Agreement does not give rise to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 ▇▇▇ ▇▇▇▇ to enforce any term of this Agreement.
15.9 Supplier may, at its option, refer to and use Customer's name and/or Customer's trademark or logo in any customer list or logo sheet included in Supplier's marketing materials.
15.10 If Customer provides Supplier with any feedback on the Software or Supplier's products or services, Customer grants to Supplier and its Affiliates and licensors the right to use such feedback to develop services and products and to create and own derivative works based on such feedback. Without limiting the foregoing, Supplier, its Affiliates and its licensors may use information received from Customer to test, develop, improve and enhance its products and services.
15.11 Any notice given by either Party under or in connection with this Agreement shall be sent by email to the other Party's commercial or legal contact previously notified to that Party. Any notice shall be deemed to have been received at the time it is sent. This section does not apply to it;the service of any proceedings or other documents in any legal action.
15.12 The Parties agree that legal proceedings and associated documents shall be validly served on the other Party if they are delivered by hand to the registered office of the other Party.
15.13 If Customer is invoiced for the Licence Fees anywhere other than in the United States, this Agreement, its subject matter and its formation (hand any non-contractual disputes or claims) if are governed by English law and the courts of England and Wales shall have exclusive jurisdiction over all disputes, arguments and/or differences of opinion between the Parties arising out of or in connection with this Agreement.
15.14 If Customer is invoiced for the Licence Fees in the United States, this Agreement, its subject matter and its formation (and any provision noncontractual disputes or part-provision claims) are governed by the laws of New York and all disputes, arguments and/or differences of opinion between the Parties arising out of or in connection with this Agreement shall be submitted to mandatory, final and binding arbitration before a single arbitrator in New York in accordance with the Commercial Arbitration rules of the American Arbitration Association. The language of the arbitration shall be English.
15.15 Nothing in this Agreement shall limit or exclude Supplier's right to enforce Supplier's rights in relation to Supplier's intellectual property that subsists in any territory where the Software is used (whether or not such use is authorised).
15.16 If this Agreement is or becomes invalidtranslated into any other language, unlawful or unenforceable to any extentthe translation will be for reference purposes only, it shall and only the English version will be treated as deletedlegally binding. If there is discrepancy between the English text and the translated text, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and English text will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersgovern.
Appears in 1 contract
Sources: Software License Agreement
OTHER IMPORTANT TERMS. 12.1. 13.1 We may vary transfer and assign our rights and obligations under this ▇▇▇▇ to another organisation, but this will not affect your rights or our obligations under this ▇▇▇▇.
13.2 You may only transfer or assign your rights or obligations under this ▇▇▇▇ to another person if we agree in writing.
13.3 If we fail to insist that you perform any of your obligations under this ▇▇▇▇, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any later default by you.
13.4 Each of the Storage Costs or other terms provisions of this Agreement ▇▇▇▇ operates separately. If any court or competent authority decides that any of them are invalid, illegal or unenforceable, the remaining provisions will remain in full force and add new terms effect.
13.5 If any invalid, illegal or unenforceable provision of this ▇▇▇▇ would be valid, enforceable and conditions legal if some part of it were deleted, the provisions shall apply with whatever modification is necessary to give effect as long far as such changes are notified possible to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use commercial intention of the Unit will be considered parties.
13.6 Please note that, save as Your acceptance expressly set out in the Standard Contractual Clauses (if applicable), disputes or claims arising in connection with this ▇▇▇▇, its subject matter and its formation (including non-contractual disputes or claims) are governed by English law.
13.7 You irrevocably agree for our exclusive benefit that the courts of England shall have exclusive jurisdiction (save as expressly set out in clause 13.8 and agreement the Standard Contractual Clauses (if applicable)) to hear and determine any suit, action or proceeding and to settle any dispute which may arise out of or in connection with this ▇▇▇▇, its subject matter or formation (including non-contractual disputes or claims) and for such purposes you irrevocably submit to the amended termsjurisdiction of such courts.
12.2. You acknowledge 13.8 Nothing in clause 13.7 shall limit our right to take proceedings against you in any court of competent jurisdiction, nor shall the taking of proceedings in one or more jurisdictions preclude the talking of proceedings in any such other jurisdiction whether concurrently or not (unless precluded by applicable law).
13.9 This ▇▇▇▇ and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) any documents referred to in it, constitute the whole agreement with Us andbetween the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
13.10 Each of the parties acknowledges and agrees that in entering into this Agreement, You do ▇▇▇▇ it does not rely on any statementundertaking, promise, assurance, statement, representation, assurance warranty or warranty which is not understanding (whether in writing or not) of any person (whether party to this ▇▇▇▇ or not) relating to the subject matter of this ▇▇▇▇, other than as expressly set out in this Agreement; (b) any descriptions ▇▇▇▇.
13.11 Nothing in this ▇▇▇▇ is intended to or illustrations on Our website are published shall operate to create a partnership between the parties, or authorise either party to act as agent for the sole purpose other, and neither party shall have the authority to act in the name or on behalf of giving an approximate idea of or otherwise to bind the services described other in them any way (including, but they will not form part of this Agreement or have any contractual force; (c) limited to, the terms of this Agreement apply to the exclusion making of any other terms that You seek to impose representation or incorporatewarranty, the assumption of any obligation or which are implied by law, trade custom, practice or course liability and the exercise of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this or power).
13.12 This ▇▇▇▇ does not prevent Us from deciding to exercise confer any rights on any person or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; party (g) it is not intended that anyone other than You the parties to this ▇▇▇▇ and, where applicable, their successors and Us will have any rights under this Agreement and accordingly permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999 shall not apply to it;
(h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customers▇▇▇ ▇▇▇▇.
Appears in 1 contract
Sources: End User License Agreement (Eula)
OTHER IMPORTANT TERMS. 12.1. We may vary the Storage Costs or other terms of this Agreement and add new terms and conditions as long as such changes are notified to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms.
12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion of any other terms that You seek seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it;
; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customersStorers, each individual customer person takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersseverally.
Appears in 1 contract
Sources: Storage Agreement
OTHER IMPORTANT TERMS. 12.1. 13.1 We may vary transfer and assign our rights and obligations under this ▇▇▇▇ to another organisation, but this will not affect your rights or our obligations under this ▇▇▇▇.
13.2 You may only transfer or assign your rights or obligations under this ▇▇▇▇ to another person if we agree in writing.
13.3 If we fail to insist that you perform any of your obligations under this ▇▇▇▇, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any later default by you.
13.4 Each of the Storage Costs or other terms provisions of this Agreement ▇▇▇▇ operates separately. If any court or competent authority decides that any of them are invalid, illegal or unenforceable, the remaining provisions will remain in full force and add new terms effect.
13.5 If any invalid, illegal or unenforceable provision of this ▇▇▇▇ would be valid, enforceable and conditions legal if some part of it were deleted, the provisions shall apply with whatever modification is necessary to give effect as long far as such changes are notified possible to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use commercial intention of the Unit will be considered parties.
13.6 Please note that, save as Your acceptance expressly set out in the Standard Contractual Clauses (if applicable) disputes or claims arising in connection with this ▇▇▇▇, its subject matter and its formation (including non-contractual disputes or claims) are governed by English law.
13.7 You irrevocably agree for our exclusive benefit that the courts of England shall have exclusive jurisdiction (save as expressly set out in clause 13.8 and agreement the Standard Contractual Clauses (if applicable)) to hear and determine any suit, action or proceeding and to settle any dispute which may arise out of or in connection with this ▇▇▇▇, its subject matter or formation (including non-contractual disputes or claims) and for such purposes you irrevocably submit to the amended termsjurisdiction of such courts.
12.2. You acknowledge 13.8 Nothing in clause 13.7 shall limit our right to take proceedings against you in any court of competent jurisdiction, nor shall the taking of proceedings in one or more jurisdictions preclude the talking of proceedings in any such other jurisdiction whether concurrently or not (unless precluded by applicable law).
13.9 This ▇▇▇▇ and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) any documents referred to in it, constitute the whole agreement with Us andbetween the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
13.10 Each of the parties acknowledges and agrees that in entering into this Agreement, You do ▇▇▇▇ it does not rely on any statementundertaking, promise, assurance, statement, representation, assurance warranty or warranty which is not understanding (whether in writing or not) of any person (whether party to this ▇▇▇▇ or not) relating to the subject matter of this ▇▇▇▇, other than as expressly set out in this Agreement; (b) any descriptions ▇▇▇▇.
13.11 Nothing in this ▇▇▇▇ is intended to or illustrations on Our website are published shall operate to create a partnership between the parties, or authorise either party to act as agent for the sole purpose other, and neither party shall have the authority to act in the name or on behalf of giving an approximate idea of or otherwise to bind the services described other in them any way (including, but they will not form part of this Agreement or have any contractual force; (c) limited to, the terms of this Agreement apply to the exclusion making of any other terms that You seek to impose representation or incorporatewarranty, the assumption of any obligation or which are implied by law, trade custom, practice or course liability and the exercise of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this or power).
13.12 This ▇▇▇▇ does not prevent Us from deciding to exercise confer any rights on any person or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; party (g) it is not intended that anyone other than You the parties to this ▇▇▇▇ and, where applicable, their successors and Us will have any rights under this Agreement and accordingly permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999 shall not apply to it;
(h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customers▇▇▇ ▇▇▇▇.
Appears in 1 contract
Sources: End User License Agreement (Eula)
OTHER IMPORTANT TERMS. 12.116.1 We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
16.2 You may vary the Storage Costs only transfer your rights or other terms of your obligations under this Agreement and add new terms and conditions as long as such changes are notified Licence to You another person if we agree in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms.
12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this 16.3 This Licence does not prevent Us from deciding give rise to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 ▇▇▇ ▇▇▇▇ to enforce any term of this Licence.
16.4 Nothing in this Licence is intended to or shall operate to create a partnership between us, or authorise either of us to act as agent for the other, and neither of us shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
16.5 Each of us acknowledges and agrees that in entering into this Licence neither of us is relying on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Licence or not) relating to the subject matter of this Licence, other than as expressly set out in this Licence.
16.6 Except as expressly provided in this Licence the rights and remedies provided under this Licence are in addition to, and not exclusive of, any rights or remedies provided by law.
16.7 This Licence, the Schedule and any documents annexed as appendices to this Licence contain the whole agreement between us relating to the subject matter.
16.8 Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
16.9 If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
16.10 Which laws apply to it;
this Licence and where you may bring legal proceedings. This Licence and any dispute or claim arising out of or in connection with it or its subject matter or formation (hincluding non- contractual disputes or claims) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but governed by and construed in accordance with the law of England and Wales. Each of us irrevocably agrees that the courts of England and Wales shall not affect the validity and enforceability have exclusive jurisdiction to settle any dispute or claim arising out of the rest of or in connection with this Agreement; Licence or its subject matter or formation (i) You may not assign including non-contractual disputes or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersclaims).
Appears in 1 contract
Sources: Software License Agreement
OTHER IMPORTANT TERMS. 12.1. 15.1 We may vary the Storage Costs transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or other terms of our obligations under this Agreement and add new terms and conditions as long as such changes are notified to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. Licence.
15.2 You may end only transfer your rights or obligations under this Agreement without charge before the change takes effect by giving notice Licence to another person if we agree in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended termswriting in advance.
12.2. You acknowledge 15.3 This Licence and agree that: (a) the terms of this any document (including links to information on the StoreProtect addendum where applicableWebsite) constitute expressly referred to in it constitutes the whole entire agreement with Us andbetween us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in entering this Agreement, You do not rely on respect of any statement, promise, representation, assurance or warranty which (whether made innocently or negligently) that is not set out in this Agreement; (b) Licence. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any descriptions statement in this in this Licence.
15.4 If we fail to insist that you perform any of your obligations under this Licence, or illustrations on Our website are published for the sole purpose of giving an approximate idea if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
15.5 Each of the services described in them but they will not form part conditions of this Agreement Licence operates separately. If any provision or have any contractual force; (c) the terms part- provision of this Agreement apply Licence is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the exclusion of any other terms that You seek minimum extent necessary to impose or incorporatemake it valid, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us legal and We have, prior to You entering into this Agreement, answered all enforceable. If such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it modification is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly possible, the Contracts (Rights relevant provision or part- provision shall be deemed deleted. Any modification to or deletion of Third Parties) Act 1999 shall not apply to it;
(h) if any a provision or part-provision of under this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that condition shall not affect the validity and enforceability of the rest of this Agreement; Licence.
15.6 You hereby grant us a non-exclusive, worldwide, non-sublicensable, non- transferable, irrevocable right to use Derivative Works and/or your name, logos, trademarks, webpages, or any other distinctive feature of Derivative Works for marketing purposes, press releases, product brochures and financial reports and, in so doing, refer to the fact that you have used the Software.
15.7 You further agree to our establishment of a hyperlink to your corresponding online service within the framework of our Website.
15.8 This Licence, its subject matter and its formation (iand any non-contractual disputes or claims) You may not assign or transfer any of Your rights under this Agreement or part with possession are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation courts of England and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersWales.
Appears in 1 contract
Sources: Licensing Agreement
OTHER IMPORTANT TERMS. 12.1. 11.1 We may vary at any time sub-contract, assign, novate, charge or deal in any other manner with any or all of our rights and obligations under this Licence.
11.2 You shall not:
11.2.1 sub-license, assign or novate the Storage Costs benefit or burden of this Licence in whole or in part;
11.2.2 allow the App to become the subject of any charge, lien or encumbrance; and
11.2.3 deal in any other terms manner with any or all of its rights and obligations under this Licence, without our prior written consent. If you sell any device on which the App is installed, you must remove the App from it.
11.3 You and we each represent and warrant to the other that it has full power and authority to enter into this Agreement and add new terms you and conditions as long as such changes we confirm that we are notified to You in writing. The modified terms will take effect each acting on the first Due Date occurring our own behalf and not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms.
12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion benefit of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this person.
11.4 This Licence does not prevent Us from deciding give rise to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence.
11.5 You hereby agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not apply set out in this Licence or any document expressly referred to in it and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it;.
(h) if 11.6 Each of the provisions of this Licence operates separately. If any court or relevant authority decides that any of provision or part-provision of this Agreement is or becomes invalid, unlawful illegal or unenforceable to any extentunenforceable, it shall be treated as deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may Licence.
11.7 If we do not assign insist immediately that you do anything you are required to do under this Licence, or transfer if we delay in taking steps against you in respect of your breaking the terms of this Licence, or if we do not enforce all or any of Your our rights under against you, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
11.8 This Licence (and any document referred to in it) contains the whole agreement between you and us relating to the subject matter hereof (to the exclusion of any terms, provisions or conditions contained on or within any purchase order, acknowledgement or other business form that you may use in connection with this Agreement Licence) and supersedes all prior agreements, arrangements and understandings between you and us relating to that subject matter.
11.9 No variation of this Licence shall be effective unless it is in writing and signed by us.
11.10 This Licence, its subject matter and its formation (and any non-contractual disputes or part claims) shall be governed by and construed in accordance with possession English law. We both hereby irrevocably agree to the exclusive jurisdiction of the Unit or Goods whilst they are courts of England and Wales.
11.11 This Licence is prepared in the Facility; (j) We may transfer Our rights under English language and if it is translated into any other language, the English language version of this Agreement to another organisation and will let You know Licence shall prevail if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersis a conflict.
Appears in 1 contract
Sources: End User License Agreement (Eula)
OTHER IMPORTANT TERMS. 12.1o Nothing in this Agreement shall constitute or be treated as an admission of any wrongdoing or liability on the part of the Company and/or the Released Parties. We o You are advised to consult with an attorney of your choosing prior to entering into this Agreement. o This Agreement is binding on your representatives, heirs, executors, administrators, successors and assigns. o The Company agrees that, under the Company's Bylaws and Delaware General Corporation Lawss.145, the Company shall indemnify and pay your defense costs in connection with In re Crossroads Systems, Inc. Securities Litigation, U.S. District Court, Western District of Texas, Austin Division, Master File No. A-00-CA-457 ("In re Crossroads Systems Securities Litigation"). Such indemnification and payment of defense costs shall also apply to any subsequently filed actions that arise out of, or are based on, the alleged events, transactions, acts, omissions or claims or claims at issue in In re Crossroads Systems Securities Litigation ("Related Actions") or that are covered by the Indemnity Agreement between the Company and John Middleton (Indemnitee), dated October 1, 1999 (the "In▇▇▇▇▇▇▇ ▇▇▇▇▇▇ent"). Unless there is an actual conflict between the parties, the Company shall have the right to select your counsel in In re Crossroads Systems Securities Litigation and all Related Actions or actions covered by the Indemnity Agreement. In consideration of the Company's payment of your defense costs, you agree to repay any such amounts if it shall ultimately be determined that you are not entitled to be indemnified by the Company under the Company's Bylaws, Delaware law or the Indemnity Agreement. o The Parties agree to cooperate with each other, their agents and attorneys in connection with In re Crossroads Systems Securities Litigation and Related Actions or actions covered by the Indemnity Agreement . Said cooperation shall include, but is not limited to, providing such information and materials that the parties or their attorneys may vary reasonably require in such actions, including the Storage Costs appearance at depositions, hearings, administrative proceedings, and trial if requested. The parties agree that said cooperation shall be provided at no charge or cost to the other. o You are personally responsible for the payment of all federal, state and local taxes that are due, or may be due, for any payments and other consideration received by you under this Agreement. You agree to indemnify the Company and hold the Company harmless, from any and all taxes, penalties and/or other assessments that the Company is, or may become, obligated to pay on account of any payments and other consideration made to you under this Agreement. o The terms and existence of this Agreement are strictly confidential and may not be disclosed to any other person or entity, with the exception of your immediate family members and legal and financial advisors, unless otherwise ordered by a court of competent jurisdiction. o During the term of this Agreement and add new terms and conditions as long as such changes are notified to You in writing. The modified terms for a period of one (1) year after, you will take effect not, directly or indirectly, individually or on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms.
12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion behalf of any other terms that You seek to impose or incorporateperson, firm, partnership, corporation, or which are implied by lawbusiness entity of any type, trade customhire, practice solicit, assist or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) in any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise way encourage any current employee or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it;
(h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability consultant of the rest of this Agreement; (i) You may not assign Company or transfer any of Your rights under this Agreement or part with possession subsidiary of the Unit Company to terminate his or Goods whilst they are in her employment relationship or consulting relationship with the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two Company or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customerssubsidiary.
Appears in 1 contract
OTHER IMPORTANT TERMS. 12.118.1 We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
18.2 You may vary the Storage Costs only transfer your rights or other terms of your obligations under this Appliance Agreement and add new terms and conditions as long as such changes are notified to You another person if we agree in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms.
12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this 18.3 This Appliance Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding give rise to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Appliance Agreement.
18.4 Nothing in this Appliance Agreement is intended to or shall operate to create a partnership between us, or authorise either of us to act as agent for the other, and neither of us shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
18.5 Each of us acknowledges and agrees that in entering into this Appliance Agreement neither of us is relying on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Appliance Agreement or not) relating to the subject matter of this Appliance Agreement, other than as expressly set out in this Appliance Agreement.
18.6 Except as expressly provided in this Appliance Agreement the rights and remedies provided under this Appliance Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
18.7 This Appliance Agreement, the Schedule and any documents annexed as appendices to this Appliance Agreement contain the whole agreement between us relating to the subject matter.
18.8 Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
18.9 If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
18.10 Which laws apply to it;
this Appliance Agreement and where you may bring legal proceedings. This Appliance Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (hincluding non-contractual disputes or claims) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but governed by and construed in accordance with the law of England and Wales. Each of us irrevocably agrees that the courts of England and Wales shall not affect the validity and enforceability have exclusive jurisdiction to settle any dispute or claim arising out of the rest of or in connection with this Agreement; (i) You may not assign or transfer any of Your rights under this Appliance Agreement or part with possession of the Unit its subject matter or Goods whilst they are in the Facility; formation (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two including non- contractual disputes or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersclaims).
Appears in 1 contract
Sources: Appliance Agreement
OTHER IMPORTANT TERMS. 12.1. 15.1 We may vary the Storage Costs transfer or other terms of assign our rights and obligations under this Agreement and add new terms and conditions as long as such changes are notified to You another organisation, but this will not affect your rights or our obligations under this Agreement.
15.2 The Customer may only transfer its rights or its obligations under this Agreement to another person or entity if COMPLYfile agree in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end .
15.3 Any notice required to be given by COMPLYfile under this Agreement without charge before will be sent by email to the change takes effect email address provided by giving notice the Customer on subscription. It may alternately be posted to the Customer’s message board, howsoever described, in accordance with Condition 9.2. Otherwise, Your continued use the Customer’s licensed version of the Unit will COMPLYfile software, or through COMPLYfile’s in-app messaging service, and notice through any of these methods are deemed to be considered as Your acceptance of and agreement to acceptable by the amended termsCustomer.
12.215.4 This Agreement and any document expressly referred to in it constitutes the entire agreement between the parties. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do that you have not rely relied on any statement, promise, representation, assurance promise or warranty representation made or given by or on behalf of COMPLYfile which is not set out in this Agreement; (b) Agreement or any descriptions document expressly referred to in it.
15.5 Nothing in this Agreement is intended to or illustrations on Our website are published shall operate to create a partnership between the parties, or authorise either party to act as agent for the sole purpose other, and neither party shall have the authority to act in the name or on behalf of giving an approximate idea or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
15.6 A waiver of any right under this Agreement is only effective if it is in writing and provided by a duly authorised officer of COMPLYfile Ltd and it applies only to the party to whom the waiver is addressed and to the circumstances which it is given. Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
15.7 Each of the services described in them but they will not form part provisions of this Agreement operates separately. If any court or have competent authority decides that any of them are unlawful or unenforceable, the remaining provisions will remain in full force and effect.
15.8 This Agreement, its subject matter and its formation (and any non- contractual force; (cdisputes or claims) the terms are governed by Irish law. We both agree that any controversy or dispute arising out of this Agreement apply to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it;
(h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customers.the
Appears in 1 contract
Sources: End User License Agreement
OTHER IMPORTANT TERMS. 12.1. We may vary the Storage Costs or other terms of this Agreement and add new terms and conditions as long as such changes are notified to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms.
12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it;
(h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customers.
Appears in 1 contract
Sources: Self Storage Agreement
OTHER IMPORTANT TERMS. 12.115.1. We WE may vary transfer OUR rights and obligations under this AGREEMENT to another organisation, but this will not affect YOUR rights or OUR obligations under this AGREEMENT.
15.2. This AGREEMENT applies to PRODUCTS and/or SERVICES provided for domestic use only. If YOU choose to use the Storage Costs or other terms PRODUCT and/or SERVICE in the course of this Agreement and add new terms a business, the SUPPLIER excludes (to the fullest extent permitted by law) those warranties and conditions as long as such changes are notified relating to You fitness for a particular purpose and satisfactory quality. OUR maximum liability to business users arising out of or in writingconnection with the PRODUCT and/or SERVICE shall be limited to the replacement value of the PRODUCT or the fees paid for the relevant SERVICES in question (except in the case of death or personal injury caused by OUR negligence or in respect of fraud). The modified terms will take effect on In relation to business users, the first Due Date occurring SUPPLIER does not less than 28 days after accept liability for the date fitness of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. OtherwisePRODUCT and/or SERVICE for business purposes, Your continued nor does the SUPPLIER accept liability for loss of use of the Unit will be considered as Your acceptance PRODUCT nor any loss over and above the cost of and agreement to the amended termsPRODUCT and/or SERVICES in the event of a claim for breach of warranty or condition.
12.215.3. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance The SUPPLIER’s delay or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply failure to the exclusion insist upon strict performance of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it;
(h) if any provision or part-provision of this Agreement is AGREEMENT shall not be deemed a waiver of its rights or becomes remedies in respect of any present or future default of the CONSUMER in performance or compliance with any of this AGREEMENT. If
15.4. If a clause or part of a clause can be read in a way that makes it illegal, unenforceable or invalid, unlawful or unenforceable to any extentbut can also be read in a way that makes it legal, enforceable and valid, it shall must be read in the latter way. If any clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as deletedremoved from this AGREEMENT, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may the AGREEMENT is not assign affected.
15.5. The SUPPLIER shall not be liable for any “Events Outside OUR Control” which shall include, failure to fulfil or transfer any delay in fulfilling any obligation arising from the AGREEMENT if the failure or delay has been caused directly or indirectly by lack of Your rights under this Agreement instruction/s from the CONSUMER, changes in applicable law, stock shortage/s, industrial dispute or part with possession breakdown, war or other civil commotion, terrorism, strikes, lockouts, stoppages and restraints of labour, breakdown of machinery, inability to obtain raw materials or fuel, fire or explosion, any government action, any epidemic/pandemic, any act of God or any other cause beyond the reasonable control of the Unit SUPPLIER.
15.6. If any provision of this AGREEMENT is held by any competent authority to be invalid or Goods whilst they are unenforceable in whole or in part, the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one validity of the joint customersother provisions of this AGREEMENT and the remainder of the provision in question shall not be affected.
Appears in 1 contract
Sources: Consumer Terms of Sale
OTHER IMPORTANT TERMS. 12.1. 7.1 We may vary the Storage Costs transfer our rights and obligations under this License to another organisation, but this will not affect your rights or other terms of our obligations under this Agreement and add new terms and conditions as long as such changes are notified License.
7.2 You may only transfer your rights or your obligations under this License to You another person if we agree in writing. The modified terms will take effect on .
7.3 This License constitutes the first Due Date occurring not less than 28 days after the date of Our noticeentire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You may end this Agreement without charge before the change takes effect by giving notice agree that you shall have no remedies in accordance with Condition 9.2. Otherwise, Your continued use respect of the Unit will be considered as Your acceptance of and agreement to the amended terms.
12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which (whether made innocently or negligently) that is not set out in this Agreement; (b) License. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any descriptions or illustrations on Our website are published for statement in this in this License and the sole purpose only cause of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) action available to you under the terms of this Agreement apply License in respect of any claim arising out of or in connection with this License shall be for breach of contract.
7.4 Any notice given by you to us, or by us to you, may be delivered by hand, post, courier or email.
7.5 If we fail to insist that you perform any of your obligations under this License, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
7.6 Each of the conditions of this License operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
7.7 You must comply with all applicable governmental laws, statutes, ordinances, administrative orders, rules and regulations including, without limitation, those related to the exclusion export of technical materials.
7.8 This License is not intended nor shall be construed to confer upon or give to any person or entity other terms than Licensee and Cloudhouse any rights, remedies or other benefits under or by reason of this License save that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into Cloudhouse’s affiliates may enforce the terms of this Agreement; License.
7.9 You consent to the collection, processing and transfer of data and information related to the business relationship between Licensee and Cloudhouse, including the transfer of personally identifiable data (ffor example names, email addresses, telephone numbers) if We decide not to exercise or enforce any right that We have against You at a particular timeand between Cloudhouse and its affiliates wherever they may be located, then this does not prevent Us from deciding for the purposes of allowing Cloudhouse and its affiliates to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it;
(h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the perform its obligations under this Agreement jointly License and severally to manage and We may enforce Our rights against administer the License. Such data will be subject to Cloudhouse’s privacy policy, a copy of which is available on ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇.
7.10 Cloudhouse shall not be liable hereunder by reason of any one failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labour conditions, earthquakes, acts of terrorists, or any other cause which is beyond the reasonable control of Cloudhouse.
7.11 This License can be modified only by a written amendment signed by persons duly authorized to sign agreements on behalf of Licensee and Cloudhouse.
7.12 This License, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. Cloudhouse and Licensee both irrevocably agree to the exclusive jurisdiction of the joint customerscourts of England and Wales.
Appears in 1 contract
Sources: End User License Agreement
OTHER IMPORTANT TERMS. 12.1. We may vary the Storage Costs or other terms of this Agreement and add new terms and conditions as long as such changes are notified to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms.
12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering By signing this Agreement, You do not rely on any statementyou acknowledge that you have been paid all wages, promisevacations, representation, assurance or warranty which is not set out and all other compensation owed to you be the Company through your Termination Date. - Nothing in this Agreement; (b) Agreement shall constitute or be treated as an admission of any descriptions wrongdoing or illustrations liability on Our website are published for the sole purpose of giving an approximate idea part of the services described Company and/or the Released Parties. - You acknowledge that you have been advised to consult with an attorney of your choosing prior to entering into this Agreement. - You understand and agree that in them but they will not form part of this Agreement or have any contractual force; (c) dispute between you and the Company regarding the terms of this Agreement apply and/or any alleged breach thereof, that the prevailing party shall be entitled to recover its costs and reasonable attorneys' fees arising out of such dispute. - This Agreement is binding on your representatives, heirs, executors, administrators, successors and assigns. - You are personally responsible for the payment of all federal, state and local taxes that are due, or may be due, for any payments and other consideration received by you under this Agreement. You agree to indemnify the Company and hold the Company harmless, from any and all taxes, penalties and/or other assessments that the Company is, or may become, obligated to pay on account of any payments and other consideration made to you under this Agreement. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Page 4 November 28, 2001 - The terms and existence of this Agreement are strictly confidential and may not be disclosed to any other person or entity, with the exception of your immediate family members and legal and financial advisors. - This Agreement, and any agreements or documents referred to herein, constitute an integrated, written contract, expressing the entire agreement between the Company and you with respect to the exclusion subject matter hereof. In this regard, you represent and warrant that you are not relying on any promises or representations that do not appear in this Agreement. This Agreement can be amended or modified only by a written agreement, signed by you and the Company. - This Agreement shall, in all respects, be interpreted, enforced and governed under the laws of the State of Texas applicable to contracts executed and performed in Texas without giving effect to conflicts of law principles. - With respect to any other terms that You seek to impose or incorporatesuit, action, or which are implied by law, trade custom, practice other proceeding arising from (or course of dealing; (drelating to) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries the Company and you hereby irrevocably agree to Your satisfaction; (e) any special terms agreed between the exclusive personal jurisdiction and venue of the United States District Court for the Northern District of Texas. - You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right agree that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it;
(h) if any provision or part-portion of any provision of this Agreement is or becomes invalid, unlawful held to be invalid or unenforceable or to be contrary to public policy or any extentlaw, it for any reason, the remainder of the Agreement shall not be affected thereby. - This Agreement may be executed in separate counterparts and by facsimile, and each such counterpart shall be treated deemed an original with the same effect as deletedif the Company and you signed the same document. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Page 5 November 28, but that shall not affect 2001 We wish you the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are best in the Facility; (j) We may transfer Our rights under future. Please do not hesitate to contact ▇. ▇▇▇▇ ▇▇▇▇▇▇ if you have any questions or comments regarding the severance offer contained in this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customersletter. INTRUSION, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customers.INC. By: /s/ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ------------------------------- Title: President & CEO ---------------------------- Date: 11/29/01 ----------------------------
Appears in 1 contract
Sources: Resignation Agreement and General Release (Intrusion Inc)
OTHER IMPORTANT TERMS. 12.111.1. We will only use your personal information as set out in our privacy policy, which can be found here.
11.2. We may vary the Storage Costs transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or other terms of our obligations under this Agreement and add new terms and conditions as long as such changes are notified to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our noticeLicence.
11.3. You may end only transfer your rights or your obligations under this Agreement without charge before the change takes effect by giving notice Licence to another person if we agree in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended termswriting.
12.211.4. This Licence and any document expressly referred to in it constitutes the entire agreement between you and us. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do that you have not rely relied on any statement, promise, representation, assurance promise or warranty representation made or given by or on behalf of the us which is not set out in this Agreement; (b) Licence or any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described document expressly referred to in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply it.
11.5. If we fail to the exclusion of any other terms insist that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it;
(h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer you perform any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the your obligations under this Agreement jointly Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and severally will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
11.6. Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
11.7. All information, data, drawings, specifications, documentation, listings, or object code which we may have imparted and may from time to time impart to you relating to the Software (other than the ideas and principles underlying the same) or Technical Documentation or procedures or modems is confidential. You hereby agree that it shall use the same solely in accordance with the provisions of this Licence and that it shall not at any time during or after expiry or termination of this Licence (in whole or with respect to the Support Services only), disclose the same, whether directly or indirectly to any third party without our prior written consent. We may enforce Our rights against grant permission for any one disclosure required by a governmental agency having regulatory authority over you.
11.8. We shall not be liable to you for any delay in performing, or for failure to perform, our obligations under this Licence if the delay or failure results from any cause or circumstance beyond our reasonable control (Force Majeure Event), provided the same arises without our fault or negligence. If a Force Majeure Event occurs, the date(s) for performance of the joint customersobligation affected shall be postponed for as long as is made necessary by the Force Majeure Event, provided that, if any Force Majeure Event continues for a period of or exceeding three months, either party may terminate this Licence immediately by written notice to the other party. We shall use our reasonable endeavours to minimise the effects of any Force Majeure Event.
11.9. This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
Appears in 1 contract
Sources: End User License Agreement
OTHER IMPORTANT TERMS. 12.116.1 We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
16.2 You may vary the Storage Costs only transfer your rights or other terms of your obligations under this Agreement and add new terms and conditions as long as such changes are notified Licence to You another person if we agree in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms.
12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this 16.3 This Licence does not prevent Us from deciding give rise to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence.
16.4 Nothing in this Licence is intended to or shall operate to create a partnership between us, or authorise either of us to act as agent for the other, and neither of us shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
16.5 Each of us acknowledges and agrees that in entering into this Licence neither of us is relying on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Licence or not) relating to the subject matter of this Licence, other than as expressly set out in this Licence.
16.6 Except as expressly provided in this Licence the rights and remedies provided under this Licence are in addition to, and not exclusive of, any rights or remedies provided by law.
16.7 This Licence, the Schedule and any documents annexed as appendices to this Licence contain the whole agreement between us relating to the subject matter.
16.8 Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
16.9 If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
16.10 Which laws apply to it;
this Licence and where you may bring legal proceedings. This Licence and any dispute or claim arising out of or in connection with it or its subject matter or formation (hincluding non- contractual disputes or claims) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but governed by and construed in accordance with the law of England and Wales. Each of us irrevocably agrees that the courts of England and Wales shall not affect the validity and enforceability have exclusive jurisdiction to settle any dispute or claim arising out of the rest of or in connection with this Agreement; Licence or its subject matter or formation (i) You may not assign including non-contractual disputes or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersclaims).
Appears in 1 contract
Sources: Software License Agreement
OTHER IMPORTANT TERMS. 12.115.1. We WE may vary transfer OUR rights and obligations under this AGREEMENT to another organisation, but this will not affect YOUR rights or OUR obligations under this AGREEMENT.
15.2. This AGREEMENT applies to PRODUCTS and/or SERVICES provided for domestic use only. If YOU choose to use the Storage Costs or other terms PRODUCT and/or SERVICE in the course of this Agreement and add new terms a business, the SUPPLIER excludes (to the fullest extent permitted by law) those warranties and conditions as long as such changes are notified relating to You fitness for a particular purpose and satisfactory quality. OUR maximum liability to business users arising out of or in writingconnection with the PRODUCT and/or SERVICE shall be limited to the replacement value of the PRODUCT or the fees paid for the relevant SERVICES in question (except in the case of death or personal injury caused by OUR negligence or in respect of fraud). The modified terms will take effect on In relation to business users, the first Due Date occurring SUPPLIER does not less than 28 days after accept liability for the date fitness of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. OtherwisePRODUCT and/or SERVICE for business purposes, Your continued nor does the SUPPLIER accept liability for loss of use of the Unit will be considered as Your acceptance PRODUCT nor any loss over and above the cost of and agreement to the amended termsPRODUCT and/or SERVICES in the event of a claim for breach of warranty or condition.
12.215.3. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance The SUPPLIER’s delay or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply failure to the exclusion insist upon strict performance of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it;
(h) if any provision or part-provision of this Agreement is AGREEMENT shall not be deemed a waiver of its rights or becomes remedies in respect of any present or future default of the CONSUMER in performance or compliance with any of this AGREEMENT. If the SUPPLIER makes an over-supply of any PRODUCTS or provides additional PRODUCTS to those ordered by the CONSUMER under this AGREEMENT the SUPPLIER shall be entitled to: (i) charge for such PRODUCTS in the event that any are used by the CONSUMER or (ii) collect such PRODUCTS, within a reasonable period of time, and the CONSUMER shall facilitate such collection.
15.4. If a clause or part of a clause can be read in a way that makes it illegal, unenforceable or invalid, unlawful or unenforceable to any extentbut can also be read in a way that makes it legal, enforceable and valid, it shall must be read in the latter way. If any clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as deletedremoved from this AGREEMENT, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may the AGREEMENT is not assign affected.
15.5. The SUPPLIER shall not be liable for any “Events Outside OUR Control” which shall include, failure to fulfil or transfer any delay in fulfilling any obligation arising from the AGREEMENT if the failure or delay has been caused directly or indirectly by lack of Your rights under this Agreement instruction/s from the CONSUMER, changes in applicable law, stock shortage/s, industrial dispute or part with possession breakdown, war or other civil commotion, terrorism, strikes, lockouts, stoppages and restraints of labour, breakdown of machinery, inability to obtain raw materials or fuel, fire or explosion, any government action, any epidemic/pandemic, any act of God or any other cause beyond the reasonable control of the Unit SUPPLIER.
15.6. If any provision of this AGREEMENT is held by any competent authority to be invalid or Goods whilst they are unenforceable in whole or in part, the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one validity of the joint customersother provisions of this AGREEMENT and the remainder of the provision in question shall not be affected.
Appears in 1 contract
Sources: Consumer Terms of Sale