The below terms and conditions (“Conditions”) set out the basis upon which Erudus Limited (company number 6315071 with registered office address is 11 Cartwright Court, Dyson Wood Way, Bradley Business Park, Huddersfield, West Yorkshire, HD2 1GN) (“Supplier”) agrees to provide, and upon which you as the Customer are agreeing to take, certain modules of the Erudus API Program, such being appropriate to your Erudus subscription. By proceeding with this Erudus API Program licence, the Customer (as defined below) agrees to be bound by these Conditions.
1.1 The definitions and rules of interpretation in this clause apply in this licence.
Affiliate: any business entity from time to time controlling, controlled by, or under common control with, either party.
Customer: the food manufacturer entering into these Conditions for a licence to use the “Manufacturer API” modules within the Software.
Effective Date: the date of entry by the Customer into a licence for the Software on these Conditions.
Erudus: the Supplier’s online software applications known as “Erudus” relating to food allergen and nutritional information and technical specifications, as provided separately by the Supplier.
Fee: the licence fee payable by the Customer to the Supplier under clause 6.
Initial Licence Term: the initial period of the licence for the Software, being either (a) a 12 calendar month term or (b) a calendar month, whichever is the period agreed with the Supplier in respect of the licence, in each case commencing on the Effective Date.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
Licence Term: has the meaning given in clause 3.2 (being the Initial Licence Term together with any subsequent Renewal Periods).
Maintenance Release: release of the Software that corrects faults, adds functionality or otherwise amends or upgrades the Software, but which does not constitute a New Version.
New Version: any new version of the Software which from time to time is marketed and offered for purchase by the Supplier in the course of its normal business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product.
Software: the “Erudus API Program”, being modules within Erudus which, in respect of the Customer, will enable the Customer to upload data directly from the Customer’s own systems into Erudus.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
1.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.4 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
2. Activation And Testing
2.1 Following entry into the licence contract to which these Conditions apply and payment of the Fee, the Supplier shall enable certain “Manufacturer API” modules within Erudus which will provide the Customer with access to the Software, such modules available to the Customer being appropriate to the Customer’s expected usage (at the sole discretion of the Supplier).
2.2 The Supplier will provide remote assistance in respect of the Customer’s testing of the Software in a test environment to ensure that the Software operates and interacts with the Customer’s systems as intended and the Supplier will also provide remote assistance in setting up the Customer’s live operation of the Software.
2.3 If at any time the parties agree that testing of the Software has for any reason failed, in the reasonable opinion of both parties, the Customer may discontinue this licence by written notice. If the licence is so discontinued, the Supplier shall, within seven days of receipt of that notice, refund all monies paid by the Customer under this licence, and on receipt of that refund this licence shall terminate.
2.4 The Customer shall be deemed to have accepted the Software if:
(a) the testing referred to at clause 2.2 is successful; or
(b) the Customer commences operational use of the Software.
3. Licence and duration
3.1 In consideration of the Fee paid by the Customer to the Supplier, receipt of which the Supplier hereby acknowledges, the Supplier grants to the Customer a non-exclusive, non-transferable licence for the Licence Term to use the Software for the purposes of uploading data from within the Customer’s systems directly into Erudus.
3.2 The Customer’s licence to use the Software shall commence on the Effective Date and shall continue for the Initial Licence Term and, thereafter, the licence shall be automatically renewed for successive periods of either (a) 12 calendar months or (b) one calendar month, in each case as has been agreed with the Supplier prior to the Effective Date (each a “Renewal Period”), unless:
(a) either party notifies the other party of termination, in writing, (a) where the licence is on an annual basis, at least 60 days before the end of the Initial Licence Term or any Renewal Period (as defined above); or (b) where the licence is on a monthly basis, 15 days before the end of the Initial Licence Term or any current Renewal Period (as defined above), and, in such circumstances, the licence shall terminate upon the expiry of the applicable Initial Licence Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of these Conditions,
and the Initial Licence Term together with any subsequent Renewal Periods shall constitute the “Licence Term”.
3.3 In relation to scope of use:
(a) for the purposes of clause 3.1, use of the Software shall be restricted to use of the Software in object code form for the purpose of the Customer transferring data from within the Customer’s systems into Erudus and the Customer agrees that only data concerning food allergen, nutritional information and technical specifications regarding its products shall be transferred into Erudus;
(b) the Customer may not use the Software other than as specified in clause 3.1 and clause 3.3(a) without the prior written consent of the Supplier, and the Customer acknowledges that additional fees may be payable on any change of use approved by the Supplier;
(c) except as expressly stated in this clause 3, the Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the Customer, unless the Supplier is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Customer shall request the Supplier to carry out such action or to provide such information (and shall meet the Supplier’s reasonable costs in providing that information) before undertaking any such reduction;
(d) the Customer shall use the Software in a fair manner and applying common sense in the data that it transfers through the Software and, by way of example, the Customer shall only send updates to product information rather than sending the entire product range each time a change is made to a product’s information;
(e) the Customer shall not use the Software and/or any documentation (howsoever provided) relating to the Software to provide services to third parties or exploit the Software or documentation for its own benefit or purposes, except as permitted by these Conditions;
(f) the Customer shall not utilise any “screen scrapers” or other automated/scripted solutions with the intention of downloading large datasets using the Software or from Erudus;
(g) the Customer shall not use the Read/GET functionality within the Software to publish to websites, intranets or any third parties.
3.4 The Customer may not use any such information provided by the Supplier or obtained by the Customer during any such reduction permitted under clause 3.3(c) to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it.
3.5 The Supplier will monitor the operation of the Software and the volume of data transfers handled by the Software at any time. In order to maintain operational status of the Software during busy periods, the Supplier reserves the right to control the speed of the connection of the Software to Erudus from time to time.
3.6 The Customer shall not:
(a) sub-license, assign or novate the benefit or burden of this licence in whole or in part;
(b) allow the Software to become the subject of any charge, lien or encumbrance; and
(c) deal in any other manner with any or all of its rights and obligations under this agreement,
without the prior written consent of the Supplier, such consent not to be unreasonably withheld or delayed.
3.7 The Supplier may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this licence, provided it gives written notice to the Customer.
3.8 Notwithstanding clause 7, a party assigning any or all of its rights under this agreement may disclose to a proposed assignee any information in its possession that relates to this agreement or its subject matter and the other party which is reasonably necessary to disclose for the purposes of the proposed assignment.
3.9 The Customer shall:
(a) ensure that the Software is installed on designated equipment only;
(b) keep a complete and accurate record of the Customer’s copying and disclosure of the Software and its users, and produce such record to the Supplier on request from time to time;
(c) notify the Supplier as soon as it becomes aware of any unauthorised use of the Software by any person;
(d) pay, for broadening the scope of the licences granted under this licence to cover the unauthorised use, an amount equal to the fees which the Supplier would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced.
3.10 The Customer shall permit the Supplier to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this licence, for the purposes of ensuring that the Customer is complying with the terms of this licence, provided that the Supplier provides reasonable advance notice to the Customer of such inspections, which shall take place at reasonable times.
4. Maintenance releases
4.1 The Supplier will provide the Customer with all Maintenance Releases generally made available to its customers. The Supplier warrants that no Maintenance Release will adversely affect the then existing facilities or functions of the Software.
4.2 As older versions of the Software may not be supported by the Supplier for long periods after the issue of a Maintenance Release, it is the Customer’s responsibility to install all Maintenance Releases as soon as reasonably practicable after receipt.
5. New Versions
The Supplier will give notice of any New Version being released and will also give suitable notice of any older versions of the Software that will no longer be supported.
6.1 The Fee in respect of the licence of the Software shall be payable in advance and the amount of the Fee and its payment frequency shall be as agreed separately between the Supplier and the Customer.
6.2 In the event that payment is made by debit or credit card, the Customer hereby authorises the Supplier to bill such card:
(a) on the Effective Date for the Fee payable in respect of the Initial Licence Term; and
(b) subject to any earlier termination, (a) where the licence is for 12 month periods, on each anniversary of the Effective Date, the Fee payable for the Renewal Period; or (b) where the licence is on a monthly basis, on the same date in each calendar month following the Effective Date, the Fee payable for the Renewal Period.
6.3 If for whatever reason the Supplier has not received payment within 15 days of either the Effective Date or the first day of any Renewal Period (each being the due date for payment for the purposes of these Conditions), and without prejudice to any other rights and remedies of the Supplier, the Supplier may, without liability to the Customer, disable the Customer’s access to all or part of the Software and the Supplier shall be under no obligation to provide any or all of the Software while payment remains outstanding.
6.4 All sums payable under this licence are exclusive of VAT or any relevant local sales taxes, for which the Customer shall be responsible.
6.5 If the Customer fails to make any payment due to the Supplier under these Conditions by the due date for payment, then, without limiting the Supplier’s remedies under clause 6.3 or clause 11, the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
7.1 Each party shall, during the term of this licence and thereafter, keep confidential all, and shall not use for its own purposes (other than for the implementation of this licence) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this licence, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.
7.2 The provisions of clause 7.1 shall survive termination of the licence, however arising.
8. Supplier’s warranties
8.1 The Supplier warrants that the Software will function in all material respects having regard to the purpose of the Software for a period of 60 days from the Effective Date (“Warranty Period”). If, within the Warranty Period, the Customer notifies the Supplier in writing of any defect or fault in the Software in consequence of which it fails to operate as intended by the Supplier, and such defect or fault does not result from the Customer, or anyone acting with the authority of the Customer, having amended the Software or used it outside the terms of this licence for a purpose or in a context other than the purpose or context for which it was designed or in combination with any other software not provided by the Supplier, or it has not been loaded onto Supplier-specified or suitably configured equipment, the Supplier shall, at the Supplier’s option, do one of the following:
(a) repair the Software;
(b) replace the Software; or
(c) terminate this licence immediately by notice in writing to the Customer and refund any of the Fee paid by the Customer as at the date of termination (less a reasonable sum in respect of the Customer’s use of the Software to the date of termination),
provided the Customer provides all the information that may be necessary to assist the Supplier in resolving the defect or fault, including a documented example of any defect or fault, or sufficient information to enable the Supplier to re-create the defect or fault.
8.2 The Supplier does not warrant that the use of the Software will be uninterrupted or error-free. In the event of any downtime in respect of the Software, the Supplier will use all reasonable skill and care in seeking to return the Software to operational status.
8.3 The Customer acknowledges that the Software has not been developed to meet the individual requirements of the Customer.
8.4 All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
9. Limits of liability
9.1 Except as expressly stated in clause 9.2:
(a) the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss or corruption of data,
provided that this clause 9.1(a) shall not prevent claims for loss of or damage to the Customer’s tangible property that fall within the terms of clause 9.1(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this clause 9.1(a);
(b) the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and
(c) the Customer agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licence.
9.2 The exclusions in clause 8.4 and clause 9.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:
(a) death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any other liability which may not be excluded by law.
9.3 All references to “the Supplier” in this clause 9 shall, for the purposes of this clause and clause 17 only, be treated as including all employees, subcontractors and suppliers of the Supplier and its Affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with clause 17.
10. Intellectual property rights
10.1 The Customer acknowledges that all Intellectual Property Rights in the Software and any Maintenance Releases belong and shall belong to the Supplier or the relevant third-party owners (as the case may be), and the Customer shall have no rights in or to the Software other than the right to use it in accordance with the terms of this licence.
10.2 The Supplier undertakes at its own expense to defend the Customer or, at its option, settle any claim or action brought against the Customer alleging that the possession or use of the Software (or any part thereof) in accordance with the terms of this licence infringes the UK Intellectual Property Rights of a third party (“Claim”) and shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against the Customer as a result of or in connection with any such Claim. For the avoidance of doubt, this clause shall not apply where the Claim in question is attributable to possession or use of the Software (or any part thereof) by the Customer other than in accordance with the terms of this licence, use of the Software in combination with any hardware or software not supplied or specified by the Supplier if the infringement would have been avoided by the use of the Software not so combined, or use of a non-current release of the Software.
10.3 If any third party makes a Claim, or notifies an intention to make a Claim against the Customer, the Supplier’s obligations under clause 10.2 are conditional on the Customer:
(a) as soon as reasonably practicable, giving written notice of the Claim to the Supplier, specifying the nature of the Claim in reasonable detail;
(b) not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Supplier (such consent not to be unreasonably conditioned, withheld or delayed);
(c) giving the Supplier and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, documents and records within the power or control of the Customer, so as to enable the Supplier and its professional advisers to examine them and to take copies (at the Supplier’s expense) for the purpose of assessing the Claim; and
(d) taking such action as the Supplier may reasonably request to avoid, dispute, compromise or defend the Claim.
10.4 If any Claim is made, or in the Supplier’s reasonable opinion is likely to be made, against the Customer, the Supplier may at its sole option and expense:
(a) procure for the Customer the right to continue to use the Software (or any part thereof) in accordance with the terms of this licence;
(b) modify the Software so that it ceases to be infringing;
(c) replace the Software with non-infringing software; or
(d) terminate this licence immediately by notice in writing to the Customer and refund any of the Fee paid by the Customer as at the date of termination (less a reasonable sum in respect of the Customer’s use of the Software to the date of termination),
provided that if the Supplier modifies or replaces the Software, the modified or replacement Software must comply with the warranty contained in clause 8.1 and the Customer shall have the same rights in respect thereof as it would have had under those clauses had the references to the date of this licence been references to the date on which such modification or replacement was made.
10.5 Notwithstanding any other provision in this agreement, clause 10.2 shall not apply to the extent that any claim or action referred to in that clause arises directly or indirectly through the possession or use of any third-party software or through the breach of any third-party terms by the Customer.
10.6 This clause 10 constitutes the Customer’s exclusive remedy and the Supplier’s only liability in respect of Claims and, for the avoidance of doubt, is subject to clause 9.1.
11.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 10 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 3 days after being notified in writing to do so;
(c) the other party repeatedly breaches any of the terms of these Conditions in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Conditions;
(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f) the other party takes any step or action in connection with its entering administration, provisional liquidation, being wound up (whether voluntarily or by order of the court), having a receiver appointed to any of its assets or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(g) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(h) there is a change of control of the other party.
11.2 Without limiting its other rights or remedies, the Supplier may suspend provision of or access to the Services if either of clauses 11.1(b) or 11.1(c) apply in respect of actions or omissions on the part of the Customer or if the Customer becomes subject to any of the events listed in clause 11.1(d) to 11.1(h) or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount required under these Conditions.
11.3 The Supplier shall be entitled to terminate this licence at any time on giving no less than 3 months’ written notice to the Customer.
11.4 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
11.5 Termination or expiry of this licence shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the licence which existed at or before the date of termination or expiry.
11.6 On termination for any reason:
(a) all rights granted to the Customer under this licence shall cease;
(b) the Customer shall cease all activities authorised by this licence;
(c) the Customer shall immediately pay to the Supplier any sums due to the Supplier under this licence; and
(d) the Supplier shall be entitled to deactivate and disable the Customer’s use of the Software.
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, 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.
Except as expressly provided in these Conditions, the rights and remedies provided under this licence are in addition to, and not exclusive of, any rights or remedies provided by law.
14. Entire agreement
14.1 This licence contains the whole agreement between the parties relating to the subject matter hereof and supersedes all prior agreements, arrangements and understandings between the parties relating to that subject matter.
14.2 Each party acknowledges that, in entering into this licence, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this licence or not) (“Representation”) other than as expressly set out in this licence.
14.3 Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract.
14.4 Nothing in this clause shall limit or exclude any liability for fraud.
The Supplier reserves the right to vary these Conditions from time to time. Each time the Customer accesses the Software, the Conditions in force from time to time will apply to the Customer’s use of the Software. If the Supplier revises these Conditions, it will give notice of revisions to the Customer through the “Notification System” within the Erudus system and information regarding such changes will also be provided through the Erudus newsletter or other such direct contact to give reasonable advance notice of the changes and to let the Customer know how to disable its use of the Software if it is not happy with the changes. Clause 20 (Notices) shall not apply to such circumstances.
16.1 If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Conditions.
16.2 If any provision or part-provision of these Conditions is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
17. Third-party rights
17.1 The Supplier and the entities referred to in clause 9.3 may enforce the terms of this licence subject to and in accordance with this clause 17, this licence and the Contracts (Rights of Third Parties) Act 1999.
17.2 Except as provided in clause 17.1, a person who is not a party to these Conditions shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Conditions, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
17.3 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under these Conditions are not subject to the consent of any person that is not a party to this agreement.
18. No partnership or agency
18.1 Nothing in these Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
18.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
19. Force majeure
The Supplier shall have no liability to the Customer in respect of the performance of the Software nor any liability for a delay in performing, or failing to perform, any of its obligations under this licence if the Supplier is prevented from or delayed in performing its obligations, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage (including but not limited to a cyber attack or virus), compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that, in respect of any event that may or is expected to subsist for any material period, the Customer is notified of such an event and its expected duration.
20.1 Save in connection with variations made to these Conditions as set out in clause 15, any notice required to be given under these Conditions shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its registered office address (or main office address in the event the Customer has no registered office address), or such other address as may have been notified by that party for such purposes, or sent by fax to the other party’s head office fax number or sent by email to email@example.com in the case of notices sent by email by the Customer to the Supplier and to the then current email address provided by the Customer in its registration details in the case of notices sent by email by the Supplier to the Customer.
20.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax or email shall be deemed to have been received at 9.00 am on the next Business Day after transmission.
20.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
21. Governing law and jurisdiction
21.1 This contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
21.2 Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Conditions or their subject matter or formation (including non-contractual disputes or claims).