J. Murphy & Sons Limited turns to Solarvista.
J. Murphy & Sons Limited was established in 1951 by John Murphy and was initially involved in...
Please read these Terms and Conditions carefully, they describe Your rights and responsibilities as a user of our Cloud Products. All contracts that We may enter from time to time for the provision of the Hosted Services shall be governed by these Terms and Conditions.
If You register on our website for, or agree to, a free trial, Solarvista will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable Service(s), or (b) the start date of any purchased User Subscriptions ordered by You for such Service(s). Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this agreement by reference and are legally binding. You may not register for the free trial if you are a competitor of Solarvista and must not use the free trial as a means of monitoring the availability, performance or functionality of the Services or bench marking the product. If we detect such activities the Services will be immediately suspended.
ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMISATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMISATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL. THEREFORE, IF YOU PURCHASE A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE TRIAL PERIOD OR YOUR DATA WILL BE PERMANENTLY LOST.
DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY
1.1. Except to the extent expressly provided otherwise, in these Terms and Conditions:
"Account" means an account enabling a person to access and use the Hosted Services.
"Agreement" means a contract between the parties incorporating these Terms and Conditions, and any amendments to that contract from time to time;
"Business Day" means any weekday other than a bank or public holiday in England;
"Business Hours" means the hours of 09:00 to 17:00 GMT/BST on a Business Day;
"Charges" means such amounts as may be agreed in writing by the parties from time to time
"Data Protection Laws" means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Customer Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679);
"Documentation" means the documentation provided at https://help.solarvista.com
"Effective Date” means the date you first click “I agree” (or similar button or checkbox) or use or access Hosted Services, whichever is earlier (the “Effective Date”). These Terms and Conditions do not have to be signed in order to be binding. You indicate your assent to these Terms and Conditions by clicking “I agree” (or similar button or checkbox) at the time you register for the Hosted Services, create an account, or place a Service Order Form. For No-Charge Products, you also indicate your assent to these Terms by accessing or using the applicable No-Charge Product.
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
"Hosted Services" means Solarvista LIVE, as specified at https://www.solarvista.com/live, which will be made available by Us to You as a service via the internet in accordance with these Terms and Conditions;
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Maintenance Services" means the general maintenance of the Platform and Hosted Services, and the application of Updates and Upgrades;
"Mobile App" means the mobile application known as Solarvista LIVE that is made available by the Us through the Google Play Store, Microsoft Store and the Apple App Store;
"Our/Us/We" means Solarvista Software Limited, a company incorporated in England and Wales (registration number 02516651) having its registered office at 18, Atlas Way, Atlas North, Sheffield, S4 7QQ;
"Personal Data" has the meaning given to it in the Data Protection Laws applicable in the United Kingdom from time to time;
"Platform" means the platform managed by Us and used by Us to provide the Hosted Services;
"Services" means any services that the We provide to You, or have an obligation to provide to You, under these Terms and Conditions;
"Services Order " means an online order form published by Us and completed and submitted by You, or a hard-copy order form signed or otherwise agreed by or on behalf of each party, in each case incorporating these Terms and Conditions by reference;
"Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;
"Supported Web Browser" means the release noted at https://help.solarvista.com "Term" means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;
"Terms and Conditions" means all the documentation containing the provisions of the Agreement, namely the Services Order, the main body of these Terms and Conditions and the Schedules, including any amendments to that documentation from time to time;
"Update" means a hotfix, patch or minor version update to any Platform software; and
"Upgrade" means a major version upgrade of any Platform software.
"You/Your" means you or the entity you represent in accepting these terms.
"Your Confidential Information" means any information disclosed by You to Us that at the time of disclosure was marked as "confidential";
"Your Data" means any data uploaded by you.
"Your Personal Data" means any Personal Data that is processed by Us on Your behalf in relation to the Agreement;
2.1. The Agreement shall come into force upon the Effective Date.
2.2. The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 17.
2.3. Unless the parties expressly agree otherwise in writing, each Services Order shall create a distinct contract under these Terms and Conditions.
3. Hosted Services
3.1. We shall create an Account for You and shall provide You with login details for that Account.
3.2. We hereby grant to You a worldwide, non-exclusive licence to use the Hosted Services by means of a Supported Web Browser for Your internal business purposes in accordance with the Documentation during the Term.
3.3. The licence granted by Us to You under Clause 3.2 is subject to the following limitations:
(a) the Hosted Services may only be used by the invited named users, providing that You may change, add or remove a designated named user in accordance with the procedure set out therein; and
(b) the Hosted Services must not be used at any point in time by more than the number of concurrent users specified, providing that You may add or remove concurrent user licences in accordance with the procedure set out therein.
(c) Excludes Preview features
3.4. Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by Us to You under Clause 3.2 is subject to the following prohibitions:
(a) You must not sub-license your right to access and use the Hosted Services;
(b) You must not permit any unauthorised person to access or use the Hosted Services;
(c) You must not republish or redistribute any content or material from the Hosted Services;
(d) You must not make any alteration to the Platform, except as permitted by the Documentation; and
(e) You must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without prior written consent from Us.
3.5. You shall use reasonable endeavours, including reasonable security measures relating to administrator account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an administrator account.
3.6. We shall use all reasonable endeavours to maintain the availability of the Hosted Services to You at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.
3.7. For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of the Agreement:
(a) Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of Your computer systems or networks; or
(d) scheduled maintenance carried out in accordance with the Agreement.
3.8. You must comply with the Acceptable Use Policy, and must ensure that all persons using the Hosted Services with Your authority or by means of an administrator account comply with the Acceptable Use Policy.
3.9. You must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.10. You must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.11. For the avoidance of doubt, You have no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.12. We may suspend the provision of the Hosted Services if any amount due to be paid by You to Us under the Agreement is overdue, and We have given You at least 30 days' written notice, following the amount becoming overdue, of our intention to suspend the Hosted Services on this basis.
4. Maintenance Services
4.1. We shall provide the Maintenance Services to You during the Term.
4.2. We shall provide the Maintenance Services with reasonable skill and care.
5. Support Services
5.1. We shall provide the Support Services to You during the Term.
5.2. We shall make available to You a helpdesk in accordance with the provisions of this main body of these Terms and Conditions.
5.3. We shall provide the Support Services with reasonable skill and care.
5.4. You may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and You must not use the helpdesk for any other purpose.
5.5. We shall respond to all requests for Support Services made by You through the helpdesk.
6. Your Data
6.1. You hereby grant to Us a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate Your Data to the extent reasonably required for the performance of Our obligations and the exercise of Our rights under the Agreement. You also grant Us the right to sub-license these rights to Our hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in the Agreement.
6.2. You warrant to Us that Your Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
6.3. We shall create a back-up copy of Your Data at least daily, shall ensure that each such copy is sufficient to enable Us to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 30 days.
6.4. We shall delete or return (where requested 30 days prior to the end of term), Your Data after the provision of services relating to the processing and shall delete existing copies 90 days following the termination of your subscription.
7. Mobile App
7.1. The parties acknowledge and agree that the use of the Mobile App, the parties' respective rights and obligations in relation to the Mobile App and any liabilities of either party arising out of the use of the Mobile App shall be subject to separate terms and conditions, and accordingly these Terms and Conditions shall not govern any such use, rights, obligations or liabilities.
8. No assignment of Intellectual Property Rights
8.1. Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from Us to You, or from You to Us.
9.1. You shall pay the Charges to Us in accordance with these Terms and Conditions.
9.2. All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by You to Us.
9.3. We may elect to vary any element of the Charges by giving You not less than 30 days' written notice of the variation.
10.1. We shall issue invoices for the Charges from time to time during the Term. 10.2. You must pay the Charges to Us in accordance with this Clause 10, before the commencement of the period to which they relate.
10.3. You must pay the Charges (using such payment details as are notified by Us to You from time to time).
11. Our confidentiality obligations
11.1. We must:
(a) keep Your Confidential Information strictly confidential;
(b) not disclose Your Confidential Information to any person without Your prior written consent;
(c) use the same degree of care to protect the confidentiality of Your Confidential Information as We use to protect Our own confidential information of a similar nature, being at least a reasonable degree of care;
11.2. Notwithstanding Clause 11.1, We may disclose Your Confidential Information to Our officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access Your Confidential Information for the performance of their work with respect to the Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of Your Confidential Information.
11.3. This Clause 11 imposes no obligations upon Us with respect to Your Confidential Information that:
(a) is known to Us before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;
(b) is or becomes publicly known through no act or default of Us; or
(c) is obtained by Us from a third party in circumstances where We have no reason to believe that there has been a breach of an obligation of confidentiality.
11.4. The restrictions in this Clause 11 do not apply to the extent that Your Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of stock on any recognised stock exchange.
11.5. The provisions of this Clause 11 shall continue in force indefinitely following the termination of the Agreement
12. Data protection
12.1. Each party shall comply with the Data Protection Laws with respect to the processing of Your Personal Data.
12.2. You warrant to Us that You have the legal right to disclose all Personal Data that you disclose to Us under or in connection with the Agreement.
12.3. You shall only supply to Us, and We shall only process, in each case under or in relation to the Agreement:
(a) the Personal Data of data subjects falling within the categories specified in Part 1 (Data processing information); and
(b) Personal Data of the types specified in Part 2 (Data processing information).
12.4. We shall only process Your Personal Data for the purposes specified in Part 3 (Data processing information).
12.5. We shall only process Your Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 12.
12.6. We shall only process Your Personal Data upon Your documented instructions (including with regard to transfers of Your Personal Data to any place outside the European Economic Area).
12.7. You hereby authorise Us to make the following transfers of Your Personal Data:
(a) We may transfer Your Personal Data internally to our own employees, offices and facilities, providing that such transfers must be protected by appropriate safeguards;
(b) We may transfer Your Personal Data to Our sub-processors in the jurisdictions identified here in Part 4 (Data processing information), providing that such transfers must be protected by any appropriate safeguards identified therein; and
(c) We may transfer Your Personal Data to a country, a territory or sector to the extent that the UK regime has decided that the country, territory or sector ensures an adequate level of protection for Personal Data.
12.8. We shall promptly inform You if, in Our opinion, an instruction from You relating to the processing of the Your Personal Data infringes the Data Protection Laws.
12.9. Notwithstanding any other provision of the Agreement, We may process Your Personal Data if and to the extent that We are required to do so by applicable law. In such a case, We shall inform You of the legal requirement before processing, unless that law prohibits such information.
12.10. We shall ensure that persons authorised to process Your Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
12.11. Both You and Us shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Your Personal Data.
12.12. We must not engage any third party to process Your Personal Data without the prior specific or general written authorisation from You. In the case of a general written authorisation, We shall inform You at least 30 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if You object to any such changes before their implementation, then You may terminate the Agreement on 30 days' written notice to Us, providing that such notice must be given within the period of 30 days following the date that We informed You of the intended changes. We shall ensure that each third-party processor is subject to equivalent legal obligations as those imposed on Us by this Clause 12.
12.13. As at the Effective Date, We are hereby authorised by You to engage, as sub-processors with respect to Your Personal Data the third parties, and third parties within the categories, identified here in Part 4 (Data processing information).
12.14. We shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist You with the fulfilment of Your obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.
12.15. We shall assist You in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. We may charge You for any work performed by Us at Your request pursuant to this Clause 12.15.
12.16. We must notify You of any Personal Data breach affecting Your Personal Data without undue delay.
12.17. We shall make available to You all information necessary to demonstrate Our compliance with Our obligations under this Clause 12 and the Data Protection Laws. We may charge you for any work performed by Us at Your request pursuant to this Clause 12.17.
12.18. We shall, at Your choice, delete or return (where requested 30 days prior to the end of term), all of Your Personal Data to You after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.
12.19. We shall allow for and contribute to audits, including inspections, conducted by You or another auditor mandated by You in respect of the compliance of Our processing of Your Personal Data with the Data Protection Laws and this Clause 12. We may charge You for any work performed by Us at Your request pursuant to this Clause 12.19, providing that no such charges shall be levied where the request to perform the work arises out of any breach by Us of the Agreement or any security breach affecting Our systems.
13.1. We warrant to You that:
(a) We have the legal right and authority to enter into the Agreement and to perform our obligations under these Terms and Conditions;
(b) We will comply with all applicable legal and regulatory requirements applying to the exercise of Our rights and the fulfilment of Our obligations under these Terms and Conditions; and
(c) We have or have access to all necessary know-how, expertise and experience to perform our obligations under these Terms and Conditions.
13.2. We warrant to You that:
(a) the Platform will incorporate security features reflecting the requirements of good industry practice.
13.3. We warrant to You that the Hosted Services, when used by You in accordance with these Terms and Conditions, will not breach any laws, statutes or regulations applicable under English law.
13.4. If We reasonably determine, or any third party alleges, that the use of the Hosted Services by You in accordance with these Terms and Conditions infringes any person's Intellectual Property Rights, We may at our own cost and expense:
(a) modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or
(b) procure for You the right to use the Hosted Services in accordance with these Terms and Conditions.
13.5. You warrant to Us that you have the legal right and authority to enter into the Agreement and to perform your obligations under these Terms and Conditions.
13.6. All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.
14. Acknowledgements and warranty limitations
14.1. You acknowledge that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, We give no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.
14.2. You acknowledge that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, We give no warranty or representation that the Hosted Services will be entirely secure.
14.3. You acknowledge that the Hosted Services are designed to be compatible only with that software and those systems specified as compatible here and We do not warrant or represent that the Hosted Services will be compatible with any other software or systems.
14.4. You acknowledge that We will not provide any legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in these Terms and Conditions, We do not warrant or represent that the Hosted Services or the use of the Hosted Services by You will not give rise to any legal liability on Your part or any other person.
15. Limitations and exclusions of liability
15.1. Nothing in these Terms and Conditions will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law. 15.2. The limitations and exclusions of liability set out in this Clause 15 and elsewhere in these Terms and Conditions: (a) are subject to Clause 15.1; and
(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.
15.3. Neither party shall be liable to the other in respect of any losses arising out of a Force Majeure Event.
15.4. Neither party shall be liable to the other in respect of any loss of profits or anticipated savings.
15.5. Neither party shall be liable to the other party in respect of any loss of revenue or income.
15.6. We shall not be liable to You in respect of any loss of use or production.
15.7. Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities.
15.8. We shall not be liable to You in respect of any loss or corruption of any data, database or software; providing that this Clause 15.8 shall not protect Us unless We have fully complied with our obligations under Clause 6.3.
15.9. Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.
15.10. The liability of each party to the other under the Agreement in respect of any event or series of related events shall not exceed the total amount paid and payable by You to Us under the Agreement in the 12-month period preceding the commencement of the event or events.
16. Force Majeure Event
16.1. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
16.2. A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must:
(a) promptly notify the other; and
(b) inform the other of the period for which it is estimated that such failure or delay will continue.
16.3. A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
17.1. Either party may terminate the Agreement by giving to the other party at least 30 days' written notice of termination.
17.2. Either party may terminate the Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of these Terms and Conditions.
17.3. Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:
(a) the other party:
i. is dissolved;
ii. ceases to conduct all (or substantially all) of its business;
iii. is or becomes unable to pay its debts as they fall due;
iv. is or becomes insolvent or is declared insolvent; or
v. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement); or
(d) if that other party is an individual:
i. that other party dies;
ii. as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
iii. that other party is the subject of a bankruptcy petition or order.
18. Effects of termination
18.1. Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3.11, 7, 10.2, 11, 12.1, 12.3, 12.4, 12.5, 12.6, 12.7, 12.8, 12.9, 12.10, 12.11,12.12, 12.13, 12.14, 12.15, 12.16, 12.17, 12.18, 12.19, 15, 18, 20 and 21.
18.2. Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Agreement shall not affect the accrued rights of either party.
18.3. Within 30 days following the termination of the Agreement for any reason:
(a) You must pay to Us any Charges in respect of Services provided to You before the termination of the Agreement; and
(b) We will not refund to You any Charges paid by You to Us in respect of Services that were to be provided to You after the termination of the Agreement,
(c) without prejudice to the parties' other legal rights.
19.1. Any notice under these Terms & Conditions must be given in writing. We may provide notice to you through your Notification Email Address, your account or in-product notifications. You agree that any electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing. Any notice to you will be deemed given upon the first business day after we send it. You will provide notice to us via the web portal process (where available) or post to Administration, Solarvista Software Ltd, 18 Atlas Way, Atlas North, Sheffield S4 7QQ. Your notices to us will be deemed given upon receipt.
20.1. No breach of any provision of the Agreement shall be waived except with the express written consent of the party not in breach.
20.2. If any provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
20.3. The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
20.4. You hereby agree that We may assign Our contractual rights and obligations under the Agreement to any third party. You must not without Our prior written consent assign, transfer or otherwise deal with any of Your contractual rights or obligations under the Agreement.
20.5. The Agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party. 20.6. Subject to Clause 15.1, these Terms and Conditions, shall constitute the entire agreement between the parties in relation to the subject matter and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
20.7. The Agreement shall be governed by and construed in accordance with English law.
20.8. The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.
21.1. In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
21.2. The Clause headings do not affect the interpretation of these Terms and Conditions.
21.3. In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.