THIS AGREEMENT (“Agreement”)
BETWEEN:
(1) “Digital Partner” refers to the entity LocalEdge Navigator Sole Trader, registered in England and Wales, located at 34 Prince Road, London, SE25 6NW, and operating the website: http://go.bestsearchlist.com/
(2) THE CLIENT or “Client” (as identified in the Client Agreement) means the individual (person), corporation, partnership, or entity engaging the Digital Partner for Brand Design and Development services.
INTRODUCTION:
(A) The Client desires to procure services and deliverables, as detailed in this Agreement, and the Digital Partner has agreed to provide these services.
(B) Both parties agree that the services and deliverables shall be governed by this Agreement.
(C) This Agreement governs the provision of services and deliverables by Digital Partner not only to the Client but also to any affiliated company of the Client purchasing Brand Design services.
IT IS AGREED AS FOLLOWS:
1. Definitions and Interpretations
As used herein and throughout this Agreement:
1.1 “Agreement” means the entire content of this Terms and Conditions document, the Proposal document(s), all Schedules, and Order Form/s together with any other Supplements designated below, together with any exhibits, schedules or attachments hereto.
1.2 “Client Content” means all materials, information, factual, promotional, or other advertising claims, photography, writings, and other creative content provided or required by the Client for use in the preparation of and incorporation in the Deliverables.
1.3 “Copyrights” means the intellectual property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under UK Copyright Law.
1.4 “Deliverables” means the services and work product specified in the Proposal to be delivered by the Digital Partner to the Client, in the form and media specified in the Proposal or Order Form/s.
1.5 “Digital Partner Tools” means all design tools developed or utilised by Digital Partner in performing the Services, including without limitation pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as Website design, architecture, layout, navigational and functional elements.
1.6 “Final Deliverables” means the final versions of Deliverables provided by the Digital Partner and accepted by the Client.
1.7 “Final Works” means all creative content developed by Digital Partner, or commissioned by Digital Partner, exclusively for the Project and incorporated in the Final Deliverables, including, but not limited to, any visual elements, graphic design, illustration, photography, animation, motion design, audio-visual works, sounds, typographic treatments and text, modifications to Client Content, and Digital Partner’s selection, arrangement, and coordination of such elements together with Client Content or Third Party Materials.
1.8 “Preliminary Works” means all creative content including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by the Digital Partner which may or may not be shown or delivered to Client for consideration but do not form part of the Final Works.
1.9 “Project” means the scope and purpose of the Client’s identified usage of the work product as described in the Proposal.
1.10 “Services” means all services and the work product to be provided to Client by Digital Partner as described and otherwise further defined in the Proposal or Order Form/s.
1.11 “Third Party Materials” means proprietary third-party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.
1.12 “Trademarks” means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of the Client.
1.13 “Working Files” means all underlying work products and digital files utilised by the Digital Partner to create the Preliminary Works and Final Works other than the format comprising the Final Deliverables.
1.14 “Quotation” means a written document with services, products and all premiums (the costs involved) offered to the Client by the Digital Partner.
1.15 “Quotation Period” means the period of negotiation of all Fees, Charges, and any Premiums negotiated between the Digital Partner and the Client.
1.16 “Proposal” outlines the services the Digital Partner will provide to the potential Client, the timeline for delivery, all premiums and costs involved, and the benefits the Client can expect. It includes the Digital Partner’s approach, team credentials, and results from past experiences. By accepting this Proposal, the Client agrees to the terms of service, payment schedule, and project milestones specified.
1.17 “Order Form/s” means written document/s that constitute the order.
1.18 “Required Information” means the information which the Client must supply to the Digital Partner to enable the Digital Partner to carry out the Brand Design and Development Services;
1.19 “Completion Date” means the date of completion of the project.
1.20 “Commencement Date” means the date of starting of the project.
2. Appointment of Digital Partner. Engagement and obligation of the parties
2.1 Engagement of Digital Partner for Brand Design and Development Services
2.1.1 The Client hereby engages the Digital Partner to deliver Brand Design and Development Services and acknowledges that these terms and conditions are to be read together with the separate Order Form/s or Proposal, of which the Client acknowledges receipt/invoice.
2.1.2 The Digital Partner shall finalize the Brand Design and Development service, by the Completion Date.
2.2 Engagement of the Client. Provision of Information
2.2.1 The Client agrees to provide the Required Information to the Digital Partner within an agreed period (“the Delivery Date”).
2.2.2 In the event of failure by the Client to deliver the Required Information by the Delivery Date, the Completion Date shall be extended by one day for each day of delay in the delivery of the Required Information.
2.2.3 The Client will undertake to supply the Digital Partner with any necessary information it may request from time to time for the completion of Brand Design and Development Services. Digital Partner will not be held liable for any incorrect or erroneous information supplied by the Client. Client agrees to effect any requested, necessary changes to their website, within the timeframe set forth by Digital Partner in Order Form/s.
2.2.4. The Client will supply the Digital Partner with any necessary administrator access rights to the Client’s website for Brand Design and Development.
2.2.5 Client consents to the submission of information by Digital Partner via FTP on Client’s behalf for the purposes set forth herein. Client further agrees and acknowledges that effective execution of Services is contingent on Client’s agreement to the Third Party providers’ respective terms and conditions.
2.2.6 For executing Brand Design and Development Services, the Client agrees to provide:
2.2.6.1 CPanel or FTP access to the main hosting of the website for uploading new pages, and making changes for optimization or approval to go through a Third Party. The Client must provide the Digital Partner with current passwords and user IDs needed to gain remote access to the Client’s Website files via FTP software or similarly functioning software.
2.2.6.2 The Digital Partner is responsible for maintaining the confidentiality of the passwords and user IDs. If the Client has FTP access then the Client will provide Digital Partner with login information so Digital Partner can edit the Client’s website.
2.2.6.3 Where CPanel or FTP access is not possible, the Client agrees to provide the email address of a technician who can upload requested changes on a timely basis. The Digital Partner cannot be held responsible for delays once the technician has been notified of the upload request. A copy of the request will be sent to the Client.
2.2.6.4 Administrative/backend access to the Website Content Management System (such as WordPress, Joomla, Drupal or other CMS) for analysis.
2.2.6.5 Permission to make changes to the Website for Brand Design Services.
2.2.6.6 Client authorizes Digital Partner use of all Client old materials – Logos, Trademarks, Website Images, etc., for use or re-use in creating informational pages and any other uses as deemed necessary by Digital Partner for Brand Design Services.
2.2.6.7 If the Client’s website is light in textual content, the Client will provide additional relevant text content in electronic format to create additional web pages. Client agrees to provide content, for example, 350 to 550-word “articles” about each of their keyword phrases.
2.2.6.8 If the Client’s website is sparse in textual content, The Client will provide additional relevant text content to create additional web pages or increase the content on existing ones, at the Digital Partner’s direction and discretion. If this content is not or cannot be provided, the Digital Partner cannot be held responsible for results related to the absence of such materials.
2.2.6.9 If the Client is unable to provide textual content the Digital Partner can help to create the content for its business (for Brand Design and Development Services). All these content creations will be negotiated in separate Order Form/s, Proposal or require Addendum or separate Agreement.
2.2.6.10 The Client further agrees to allow the Digital Partner to modify keyword density, positioning and other Digital Partner-related aspects of the content without restriction.
2.2.6.11 Unlimited access to existing website traffic statistics for analysis and tracking purposes.
2.2.6.12 Access to raw log files or existing statistical reporting to facilitate Website traffic reporting. The Digital Partner will be unable to supply these reports if the raw log files nor existing statistical reporting is available.
2.2.6.13 The Client agrees that no work shall be done on the website during the Brand Design and Development process without the Digital Partner’s knowledge and previous consent. The Digital Partner shall not be responsible for delays, costs, or errors attributable to unauthorized changes to the website during the term of this Agreement.
2.3 Duration of Services
2.3.1 The total duration of the Agreement is 1 month, 3 or 6 months, 1 year depending on the service or until the Completion Of The Project. The payment amount will be $ or #+ VAT at a standard price or rate as stated in the Quotation, Order Form or Proposal. For recurring services, the Client can cancel any service at any time.
2.3.2 Normally, the ongoing provision of Brand Design and Development and other recurring services shall continue for a continuous one-month rolling contract, subject to the provisions outlined in the Quotation, Order Form or Proposal.
2.3.3 All charges, rates and fees must be paid by the payment schedule and are non-refundable.
2.4 Responsibility for Service Quality
2.4.1 The Digital Partner shall be accountable for the quality of Brand Design and Development Services, ensuring that all work is conducted with reasonable care.
2.4.2 The Digital Partner shall ensure that any individual or company authorized to perform any part of the Brand Design and Development Services does so competently and with reasonable care.
2.5 Acceptance of Terms and Conditions.
2.5.1 These Terms and Conditions (“Terms”) are to be read together with and constitute an integral part of the Order Form, Quotation, Proposal or any other legal documents – exhibits, schedules, addenda, or other attachment documents appended hereto (the “Agreement”) sets forth the agreement and understandings by and between Digital Partner and Client.
2.5.2 By executing this Agreement, Client accepts the terms and conditions of Brand Design and Development services set forth below. Hereinafter, Digital Partner and Client may be referred to in the aggregate as the “Parties” and each singularly as a “Party”.
2.6 Quotations, Proposals and Formation of Agreement
2.6.1 The Client will receive the Quotation or Proposal for further consideration by the Digital Partner;
2.6.2 Proposals or Quotations provided by the Digital Partner shall remain valid for acceptance by the Client for 21 days from the date of the Quotation unless otherwise withdrawn by the Digital Partner.
2.6.3 A binding Agreement shall only be established after the Quotation Period upon acceptance of the Quotation, the Order Form, or Proposal which is demonstrated by the signing, counter signing, and dating of the order by the Client, and its subsequent return to the Digital Partner.
2.7 By signing the Order Form or Proposal, the Client acknowledges and agrees to accept these Terms and Conditions.
2.8 Proposal
2.8.1 The terms of the Proposal shall be effective for (21) calendar days after presentation to Client.
2.8.2 In the event this Agreement is not executed by Client within the time identified, the Proposal, together with any related terms and conditions and deliverables, may be subject to amendment, change or substitution.
3. Consideration for Payments, Charges
3.1 In consideration of the Services to be performed by Digital Partner, Client shall pay to Digital Partner fees in the amounts and according to the payment schedule outlined in the Proposal, and all applicable sales, use, or value-added taxes, even if calculated or assessed after the payment schedule.
3.2 Expenses. Client shall pay Digital Partner’s expenses incurred in connection with this Agreement as follows:
(a) incidental and out-of-pocket expenses including but not limited to costs for telephone calls, postage, shipping, overnight courier, service bureaus, typesetting, blueprints, models, presentation materials, photocopies, computer expenses, parking fees and tolls, and taxis at cost plus Digital Partner’s standard markup of a percentage (%), and, if applicable, mileage reimbursement at per mile; and
(b) travel expenses including transportation, meals, and lodging, incurred by Digital Partner with Client’s prior approval.
3.3 Additional Costs. The Project pricing includes the Digital Partner’s fee only. Any outside costs including, but not limited to, equipment rental, photographer’s costs, photography or artwork licenses, prototype production costs, talent fees, music licenses, and online access or hosting fees, will be billed to the Client unless specifically otherwise provided for in the Proposal.
3.4 Invoices/Payments. Client shall pay all invoices within (7) calendar days of the invoice date. A monthly service charge of a percentage (or the greatest amount allowed by UK law) may be charged on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance.
Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. Digital Partner reserves the right to withhold Deliverables if accounts are not current or overdue invoices are not paid in full.
All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full, including any outstanding Additional Costs, Taxes, Expenses, Fees, Charges, or the cost of Changes.
4. Fees and Changes
4.1 General Changes. Unless otherwise provided in the Proposal, and except as otherwise provided for herein, Client shall pay additional charges for changes requested by Client which are outside the scope of the Services on a time and materials basis, at Digital Partner’s standard hourly rate of per hour. Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price, or final price identified therein. Digital Partner may extend or modify any delivery schedule or deadlines in the Proposal and Deliverables as may be required by such Changes.
4.2 Substantive Changes. If Client requests or instructs Changes that amount to a revision in or near excess of a percentage (10%) of the time required to produce the Deliverables or the value or scope of the Services, Digital Partner shall be entitled to submit a new and separate Proposal to Client for written approval. Work shall not begin on the revised services until a fully signed revised Proposal and, if required, any additional retainer fees are received by the Digital Partner.
4.3 Timing. Digital Partner will prioritise the performance of the Services as may be necessary or as identified in the Proposal and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. Client agrees to review Deliverables within the time identified for such reviews and to promptly either
(i) approve the Deliverables in writing or
(ii) provide written comments sufficient to identify the Client’s concerns, objections or corrections. Digital Partner shall be entitled to request written clarification thereof.
Client acknowledges and agrees that Digital Partner’s ability to meet schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals or instructions under the Proposal and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of this Agreement by Digital Partner.
4.4 Testing and Acceptance. Digital Partner will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections before providing Deliverables to Client. Client, within five (5) business days of receipt of each Deliverable, shall notify Digital Partner, in writing, of any failure of such Deliverable to comply with the specifications outlined in the Proposal, or of any other objections, corrections, changes, or amendments Client wishes made to such Deliverable.
Any such written notice shall be sufficient to identify with clarity any objection, correction, change or amendment, and Digital Partner will undertake to make the same in a commercially timely manner. Any objections, corrections, changes or amendments shall be subject to these terms and conditions. In the absence of such notice from Client, the Deliverable shall be deemed accepted.
5. Client Responsibilities
5.1 Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:
(a) coordination of any decision-making with parties other than the Digital Partner;
(b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal;
(c) final proofreading and if Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors;
(d) ensuring that all information and claims comprising Client Content are accurate, legal and conform to applicable standards in Client’s industry.
6. Accreditation/Promotions
All displays or publications of the Deliverables shall bear accreditation or copyright notice in Digital Partner’s name in the form, size and location as incorporated by Digital Partner in the Deliverables, or as otherwise directed by Digital Partner.
Digital Partner retains the right to reproduce, publish and display the Deliverables in Digital Partner’s portfolios and Websites, galleries, design periodicals and other media or exhibits for recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in the Project and, if applicable, the services provided to the other party on its Website and in other professional materials, and, if not expressly objected to, include a link to the other party’s Website.
7. Confidential Information
Each party acknowledges that in connection with this Agreement, it may receive certain confidential or proprietary technical and business information and materials of the other party (“Confidential Information”). Each party, its agents, and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party or is otherwise properly received from a third party without an obligation of confidentiality.
8. Relationships of the Parties
8.1 Independent Contractor. Digital Partner is an independent contractor, not an employee of the Client or any company affiliated with the Client. Digital Partner shall provide the Services under the general direction of the Client, Digital Partner shall determine, in Digital Partner’s sole discretion, the manner and means by which the Services are accomplished, subject to the requirement that Digital Partner shall at all times comply with applicable law.
8.2 Subcontractors. Digital Partner shall be permitted to engage or use third-party (or other service providers as independent contractors) in connection with the Services (“Subcontractors”). Notwithstanding, Digital Partner shall remain fully responsible for such Subcontractors’ compliance with the various terms and conditions of this Agreement.
9. Warranties and Representations
9.1 By Client. Client represents, warrants and covenants to Digital Partner that
(a) Client owns all rights, titles, and interests in, or otherwise has full right and authority to permit the use of the Client Content,
(b) to the best of Client’s knowledge, the Client Content is accurate, legal, conforms to ethical standards of the Client’s industry, does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties,
(c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and
(d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables.
9.2 By Digital Partner.
(a) Digital Partner hereby represents warrants, and covenants to Client that Digital Partner will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.
(b) Digital Partner further represents, warrants, and covenants to Client that
(i) Except for Third-Party Materials and Client Content, the Final Deliverables shall be the original work of the Digital Partner or its independent contractors,
(ii) if the Final Deliverables include the work of independent contractors commissioned for the Project by the Digital Partner, the Digital Partner shall have secured agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for Digital Partner to grant the intellectual property rights provided in this Agreement, and
(iii) to the best of Digital Partner’s knowledge, the Final Deliverables provided by Digital Partner and Digital Partner’s subcontractors do not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties.
9.3 Except for the express representations and warranties stated in this Agreement, Digital Partner makes no warranties whatsoever. Digital Partner explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the Project.
10. Indemnification/Liability
10.1 By Client. Client agrees to indemnify, save, and hold harmless Digital Partner from any damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations, or warranties under this Agreement. Under such circumstances Digital Partner shall promptly notify Client in writing of any claim or suit;
(a) Client has sole control of the defence and all related settlement negotiations; and
(b) Digital Partner provides Client with commercially reasonable assistance, information, and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by Digital Partner in providing such assistance.
10.2 By Digital Partner. Subject to the terms, conditions, express representations, and warranties provided in this Agreement, Digital Partner agrees to indemnify, save, and hold harmless Client from any damages, liabilities, costs, losses, or expenses arising out of any finding of fact which is inconsistent with Digital Partner’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses, or expenses arise directly as a result of the negligence or misconduct of Client, provided that
(a) The Client promptly notifies the Digital Partner in writing of the claim;
(b) Digital Partner shall have sole control of the defence and all related settlement negotiations; and
(c) The Client shall provide the Digital Partner with the assistance, information, and authority necessary to perform the Digital Partner’s obligations under this section. Notwithstanding the foregoing, Digital Partner shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorised content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Digital Partner.
10.3 Limitation of Liability. The services and the work product of Digital Partner are sold “as is.” In all circumstances, the maximum liability of Digital Partner, its directors, officers, employees, design agents, and affiliates (“Digital Partner Parties”), to Client for damages for any causes whatsoever, and Client’s maximum remedy, regardless of the form of action, whether in contract, tort, or otherwise, shall be limited to the net profit of Digital Partner. In no event shall Digital Partner be liable for any lost data or content, lost profits, business interruption, or for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or relating to the materials or the services provided by Digital Partner, even if Digital Partner has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy?
11. Termination
11.1 This Agreement may be terminated for convenience by either party upon fifteen (15) calendar days’ written notice to the other party.
11.2 If either party breaches this Agreement and fails to cure the breach within ten (10) business days after receiving written notice thereof, the non-breaching party may terminate this Agreement immediately upon written notice.
11.3 In the event of termination, Digital Partner shall be compensated for the Services performed through the date of termination in the amount of
(a) any advance payment,
(b) a prorated portion of the fees due, or
(c) hourly fees for work performed by Digital Partner or Digital Partner’s agents as of the date of termination, whichever is greater, together with any additional Costs or Expenses.
Digital Partner shall deliver all completed work and work-in-progress, including all Files, and up-to-date paid invoices for all authorised work to Client.
11.4 In the event of termination for convenience by Client, Client shall pay in full for all work that is in progress until the time of notice is given, at the agreed-upon rates. Digital Partner will continue to work in progress for the duration of the notice period unless the Client requests the work to stop immediately.
12. Rights to Final Art and Designs
Upon completion of all payments, the Client is granted exclusive, non-transferable rights to use the Final Art as defined in the Proposal.
13. Governing Law and Dispute Resolution
13.1 Governing Law. This Agreement shall be governed and construed following the laws of the United Kingdom. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the United Kingdom.
13.2 Dispute Resolution. In the event of any dispute arising out of or in connection with this Agreement
13. General Provisions
13.1 Notices. Methods of Giving Notice
13.1.1 Any notice or other information required or authorized by this Agreement to be given by either Party to the other shall be given by:
13.1.1.1 Delivering it by hand (notices or other required materials must be properly dated);
13.1.1.2 Sending it by electronic transmission to the following email address: contact@bestsearchlist.com.
13.2 Deemed Receipt
13.2.1 Any notice or information given by email in the manner provided which is not returned to the sender as undelivered, shall be deemed to have been given on the date of transmission. Proof that the email containing any such notice or information was properly addressed and dated and that it has not been returned to the sender, shall be sufficient evidence that the notice or information has been duly given.
13.2.2 Any notice or information sent by electronic transmission shall be deemed to have been duly given on the date of transmission, provided that a confirming copy is sent to the other Party within 24 hours after transmission.
13.3 Digital Partner Rights. Digital Partner reserves the right to change, alter or modify this Agreement at any time. It is the sole responsibility of any Client or Third Party User of this website to review and accept all these terms and conditions at any time using this Website or entering into an Agreement.
13.4 Dispute Resolution
13.4.1 Any dispute arising between the Parties regarding this Agreement or its subject matter shall be submitted to a sole arbitrator mutually agreed upon by the Parties. If the Parties cannot agree, the arbitrator shall be appointed by the current President of the Law Society. The arbitrator shall possess all powers granted to arbitrators under the laws of England and Wales.
13.4.2 The Parties agree that the arbitrator’s decision shall not be final and binding on both Parties.
13.5 Assignment: Neither party shall assign, transfer, or subcontract any of its rights or obligations under the Agreement without the prior written consent of the other party, except where such assignment, transfer, or subcontract is to an affiliate or successor in interest.
13.6 Waiver: No failure or delay by either party in exercising any right, power, or remedy under the Agreement shall operate as a waiver of any such right, power, or remedy. A waiver by either party of any breach of any term of the Agreement shall not be construed as a waiver of any subsequent breach of the same or any other term.
13.7 Severability: If any provision of the Agreement is determined by any court or other competent authority to be unlawful or unenforceable, the remaining provisions shall continue in effect. If any unlawful or unenforceable provision would be lawful or enforceable if part of it were deleted, that part shall be deemed to be deleted, and the rest of the provision shall continue in effect.
13.8 Entire Agreement: The Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, arrangements, and understandings between the parties relating to the subject matter hereof.
13.9. Law and Jurisdiction. Governing Law and Jurisdiction: The Agreement shall be governed by and construed under the laws of England and Wales.
13.9.1. This Agreement, including any non-contractual matters and obligations arising from or related to it, shall be governed by and interpreted following the laws of England and Wales.
13.9.2. Subject to the provisions, any dispute, controversy, legal action, or claim between the Parties relating to this Agreement, including any non-contractual matters and obligations arising from or related to it, shall be under the jurisdiction of the courts of England and Wales.
These terms are updated on 10/06/2024.