Client Area Terms & Conditions of Use

THIS AGREEMENT is BETWEEN:

Business Orchard LLP registered in England and Wales with number OC392725, whose registered office is at 3a Chestnut House, Farm Close, Shenley, Hertfordshire, WD7 9AD (“We/Us/Our”)

AND:

The person, firm or company that has registered to use the Services (“Customer/You/Your”)

You should print a copy of these terms and conditions for future reference but please note clause 17.2.

Use of the Services constitutes acceptance of these terms and conditions. Please understand that if you refuse to accept these terms and conditions, you will not be able to use the Services.

1. Definitions & Interpretation

1.1 Definitions

Agreement” means these terms and conditions for the supply of Services as may be amended by Us from time to time and any other documents expressly incorporated by Us;

Charges” means any charges due under this Agreement as set out on Our Website or otherwise made known to you at the time of registration;

Commencement Date” means the date You accept these terms;

Consultants” means the employees, subcontractors and consultants We use to perform any of the Services;

Delivery Date” means the estimated date(s) when the Services shall first be made available to You;

Documentation” means (where available) the operating manuals, user instructions, technical literature and other related materials We supply to You in any form pursuant to this Agreement for aiding the use of the Services;

Group Company” means (in relation to each party) any subsidiary, group or parent company from time to time of a party (as such words are defined in the Companies Act 2006);

IPR” means all intellectual property rights including, without limitation, all patents, copyright, design rights, database rights (including rights in the design or structure of any database) trade marks, confidential know-how, database rights and all other similar rights (whether registered or unregistered) and all applications for the same anywhere in the world;

License” means the right of access to the Services specified in clause 2;

Services” means the services provided by Us to allow You to access the Client Area through the use of internet enabled devices;

Software” means the computer programs used to provide the Services excluding source code material and all preparatory design material;

Specification” means the functional specification (if any) for the Services or minimum and/or optimum system environment or hardware specifications for use of the Services published by Us in hard copy format or on the Website;

Standard Support Hours” means the standard hours during which the Support will be provided as specified in clause 6.4;

Support” means the support service provided as part of the Services, comprising advice by telephone, email, the Website or other means available to Us (excluding on site visits) as may be appropriate and necessary to resolve Your difficulties and queries in relation to the Services in accordance with clause 6;

Term” means the duration of this Agreement;

Third Party Software” means all software owned by a third party but legally licensed for use as part of the Services;

UK” means the United Kingdom;

“Users” means any employee, temporary staff agent or contractor of Yours that accesses the Services with Your permission;

Website” means the website at www.businessorchard.com

1.2 Interpretation

In the event of any conflict or inconsistency between any of the parts of this Agreement (unless expressly stated otherwise) the terms of the part first appearing below shall prevail to the extent of the inconsistency:

1.2.1 the terms and conditions of the main body of this Agreement;

1.2.3 any other documents expressly incorporated in this Agreement by Us.

2. Grant of License

2.1 Subject to the terms of this Agreement, We grant You a non-exclusive and non-transferable license (‘the License’) during the Term to use and access the Services for Your internal business purposes only.

2.2 We may use a third party service provider in order to provide aspects of the Services. If We do, then the standard terms and conditions of those third party service providers will apply and will take precedence over the terms of this Agreement to the extent that there is a conflict between the terms of this Agreement and those of the relevant third party service provider, except for clause 11, which shall take precedence over the standard terms and conditions of that third party service provider.

2.3 We may offer you a level of the Services that is without charge. If you are using a free level of the Services, you will not be able to access the Services if you exceed the level of use designated as without charge. Your use of the Services at a level that is without charge shall be governed by the terms and conditions of this Agreement. We reserve the right to withdraw or modify the offer of a level of Services without charge at any time.

3. Permitted Use

3.1 You shall not:

3.1.1 use or attempt to use the Services or permit any third party to do so to provide a data processing service to any third party, or otherwise, or contrary to any other restrictions stated in this Agreement without Our prior written consent, provided that nothing in this sub-clause shall prevent You from using the Services to process your data;

3.1.2 translate or adapt the Services for any purpose nor arrange or create derivative products or works based on the Services without Our express prior written consent  and that of any third party service provider in each case;

3.1.3 transfer or distribute (whether by license, loan, rental, sale or otherwise) or otherwise deal in, charge or encumber all or any part of the Services to any other person or use the Services on behalf of any third party or make available the same to any third party, provided that nothing in this sub-clause shall prevent You from using the Services to process your data;

3.1.4 make, or permit any third party to make for any purpose (including without limitation for error correction), any alterations, modifications, additions or enhancements to the Services;

3.1.5 yourself or permit any third party to, alter, adapt, make error corrections to, decompile, reverse engineer or disassemble the Services or permit the Services to be combined with any other programs.

3.2 You shall follow all lawful and reasonable instructions and directions given by Us from time to time in relation to the use of the Services.

3.3 You shall use appropriate hardware and software to access the Services in accordance with the specifications notified to You and will take appropriate security precautions to prevent unauthorised access to Your computer systems.

3.4 You may not access or use the Services other than as specified in this Agreement without Our prior written consent.

3.5 You shall not make or permit others to make any copies of the Documentation without Our prior written consent, excluding the printing of help files which is permitted in so far as the making of such copies are necessary for the use of the Services permitted by the License. Such copies will belong to Us.

4. Services

4.1 We shall use reasonable endeavours to maintain twenty four (24) hour online presence for the Services. However, we cannot guarantee continuous, uninterrupted use. There will be times when it will be necessary to interrupt the provision of the Services in order to carry out routine maintenance, repairs, reconfigurations or upgrades on a regular basis or in circumstances beyond Our control. In so far as is possible, We shall notify You in advance of any planned interruptions.

4.2 We may suspend the Services without notice and without any liability to You if:

4.2.1 the Services are being used in breach of this Agreement, including without limitation failure by You to pay any Charges due to Us in respect of Your use of the Services;

4.2.2 there is a breach of security in respect of which We reasonably believe that the suspension of the Services is necessary to protect Your or Our network or a third party network;

4.2.3 due to unavailability of third party networks and/or services, including without limitation telecommunications and ISP services; or

4.2.4 if required by law, regulation or court order or as compelled by a law enforcement or government agency or other relevant regulatory agency.

4.3 In the event the hosting service provider suspends its service due to Your act or omission (or that of any Client End User), We reserve the right to charge You for a reconnection fee prior to resuming provision of the Services.

4.4 From time to time the hosting facility may require upgrade and it may become necessary to relocate the hosting equipment within the same location or to another location. In each such case, We shall give You reasonable advance notice and use reasonable endeavours to minimise the effect that any such change will have on the Services.

4.5 You shall (a) provide a communications device of the type specified by Us; and (b) arrange appropriate internet access for all Users. Such internet access shall be in accordance with the Specification (if any). We shall not be liable for any failure to provide the Services if You fail to comply with this clause.

4.6 We shall use commercially reasonable efforts to safeguard and accurately maintain Your data stored as part of the Services in accordance with general industry standards.

4.7 The provision of the Services is subject to any limit on the amount of disk space and/or bandwidth made available to You.

4.8 By using the Services you consent to your data being uploaded to the on-line system and acknowledge and agree that the accuracy or completeness of such upload of data is not guaranteed nor warranted and You shall be responsible for backing up your data prior to starting the upload process. You also acknowledge and agree that in the event You delete your data whether intentionally or accidently such data will be permanently deleted and You will be unable to retrieve such deleted data.

5. Proprietary rights

5.1 All copyright, database rights and other IPR in the Services or Documentation and rights in any copies of them shall belong to Us and third party servicw providers and You shall have no rights in respect of any of them except the right, as expressly granted under this Agreement, to use them in accordance with this Agreement. You shall do or procure to be done all such further acts and things and shall execute or procure the execution of all such other documents as We may from time to time require for the purpose of giving Us the full benefit of the provisions of this clause.

5.2 You shall notify Us immediately if You become aware of any unauthorised access to, use, of any part of the Services or Documentation.

6. Support

6.1 In consideration of performance of all Your other obligations pursuant to this Agreement, We agree to provide the Support in accordance with the terms of this Agreement.

6.2 You are required to notify Us of any support issues referred to in clause 6.3 that You may have.

6.3 Support covers assistance in relation to (i) availability of the Service and (ii) significant operational errors that make the Services unusable when operated in conformity with the online user instructions in the help function in the program or the Documentation (as the case may be). Such errors or unavailability shall be notified by You to us. We will use reasonable endeavours to attempt to correct or assist You  to avoid errors or unavailability thought to be suitable to the problem or at Our option resort to other means toward a mutually satisfactory solution. For the avoidance of doubt, Support does not include support for Third Party Software or hardware or problems relating to internet connectivity.

6.4 Support will be provided during our usual office hours (Monday to Friday 9:30 am to 5:30 pm (local time) excluding UK public holidays and any company shutdowns. Any such company shutdowns will be notified in advance on the Website, unless unanticipated.

6.5 The provision of any Support outside the Standard Support Hours is at Our sole discretion. Charges in respect of all time spent in providing any Support to You and/or Your Client End Users outside the Standard Support Hours will be invoiced to You at Our discretion at Our then current rates.

6.6 We will use reasonable endeavours to provide the Support promptly having regard to the availability of personnel, necessary supplies and facilities.

6.7 If You make unreasonable, excessive or inappropriate use of the Support, then We may at Our absolute discretion either suspend or charge for such Support and invoice You, and You agree to pay, for the additional Charges in respect of time spent supplying such Support at the then current rates.

6.8 The Support is compulsory as part of Services.

6.9 It is not within the scope of Our obligations to enquire as to, or to verify the accuracy or completeness of information that We receive from You or any third parties. We shall not be liable for any failure or delay in providing Services in the event of Your failure to provide all requested information and data fully and accurately within the required timescales.

6.10 We will use reasonable endeavours to ensure that the Services are supplied promptly or (if applicable) by the Delivery Date or such other dates as agreed by the parties but any delivery dates or times quoted for delivery, commencement or completion of any part of the Services will be estimates only and time will not be of the essence.

6.11 The provision of Consultants or Our agents to perform Our obligations under this Agreement shall be at Our discretion.

7. Customer obligations

7.1 You undertake:

7.1.1 to satisfy Yourself that the Services meet the needs of Your business. If You are not qualified to make these assessments Yourself, it is Your responsibility to engage the services of someone with requisite expertise who can make that assessment for You;

7.1.2 to ensure that each User keeps a secure password for their use and access to the Services and does not disclose it to any third party;

7.1.3 not to store, distribute or transmit any viruses or unsolicited emails, or any material through the Services that are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitate illegal activity; depict sexually explicit images; or promote unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, breach third party intellectual property rights; include personal data of any person that was not collected or is not being stored in accordance with applicable legislation and guidance from regulatory authorities, breach third party confidentiality or privacy rights or any other illegal or actionable activities;

7.1.4 not to carry out any activity that interferes with Our other customers’ use of the Services;

7.1.5 to comply with the acceptable usage policy as may be notified to You by Us from time to time;

7.1.6 to comply with all licensing terms in respect of any Third Party Software You will indemnify Us for any breach of this clause 7.1.8;

7.1.7 to accept full responsibility for the acts or omissions of any of Your employees, sub-contractors, consultants and/or agents given access to the Services and/or Documentation as if they were Your acts or omissions;

7.1.8 to comply with all applicable laws and regulations in relation to Your activities under this Agreement;

7.1.9 to allow Us or our authorised third party service providers to study Your information and data used with the Services for the purpose of rectifying any problems with the Services in relation to provision of Support;

7.1.10 to ensure that the operating system and compiler and any other software with which the Services will be used is either Your property or it is legally licensed to You for use with the Services. You will indemnify Us in respect of any claims by third parties and all related costs, expenses or damages in the event of any alleged violation of third party proprietary right which results in any claims against Us;

7.1.11 to ensure that Users log in using their own username and password only and do not share usernames and passwords, and if You believe that any other User or a third party may have obtained a User’s username or password, please report the matter to Us immediately by telephoning Our helpdesk;

7.1.12 to be responsible for ensuring that the Services are compatible with Your existing systems and software. You must only access the Services using a broadband internet connection. We shall not be required to configure the Services or Your systems and software (or those relating to any Client End User) to be compatible with one another. If, in Our sole discretion, We agree to do so, You shall pay Us additional Charges in respect of time spent on such work at the then current rate;

7.1.13 not to bypass any security and/or access feature of the Services;

7.1.14 make daily back-ups of Your data as necessary and to the extent possible to ensure that Your data can be restored in the event of a need for disaster recovery;

7.1.15 to be solely responsible for the accuracy of Your data; and

7.1.16 to ensure that Your own system or equipment or any files that You may upload as part of using the Services do not contain any trojan horse, worm, logic bomb, time bomb, back door, trap door or other common viruses and You shall indemnify Us in respect of any liability We incur as a result of Your breach of this clause.

7.2 In relation to the Support, You shall:

7.2.1 use all reasonable endeavours to ensure that the Services are used in a proper manner by competent trained employees only or by persons under their supervision;

7.2.2 notify Us promptly by notice in writing if the Services are not operating correctly or problems with the availability of the Services;

7.2.3 co-operate to a reasonable extent with Our staff as reasonably required to perform the Support;

7.2.4 designate contacts and procure that the contacts whose details are submitted during registration shall be those who deal with Us with regard to any matters reported in connection with the Support, and inform Us as soon as reasonably possible if contacts or their details change

7.3 If any of Our staff work on Your premises, You will ensure that Our staff are provided with suitable and safe office accommodation, suitable services (including telephone, facsimile and photocopying facilities) and any computing and ancillary facilities, and use free of charge such items, third party software, facilities and services (if any) as may be required to perform the Support.

7.4 We reserve the right to refuse to provide any Services to You, if in Our sole opinion You are abusive to Our staff, do not comply with clause 7.3 or Your other obligations under this Agreement.

7.5 You shall indemnify Us against any losses, damages, costs (including legal and other professional fees) and expenses incurred by or awarded against Us as a result of Your breach of this Agreement or any negligent or wrongful act by You or Your officers, employees, contractors or agents.

7.6 You hereby acknowledge and agree that this Agreement will not be enforceable against us, and Your sole recourse and/or any rights or remedies You may have whether in contract, tort or otherwise arising from Our failure to comply with the terms of this Agreement will be against Us alone.

7.7 You will promptly provide Us with full and accurate information, data and explanations as and when Support is required. Where applicable You will also provide Us appropriate test scripts, tests and test data.

7.8 You shall procure all necessary rights from third parties (including, without limitation intellectual property licences in relation to computer software) which are from time to time required in order for Us to be able to provide the Services.

7.9 If We are delayed or impeded or obliged to spend additional time or incur additional expenses in the performance of any of Our obligations under this Agreement or any agreement with Your Client End Users, by reason of Your (or their) acts or omissions (including the provision of any incorrect or inadequate data or the provision delay or failure to provide information or instructions or perform Your (or their) obligations under this (or their) Agreement), then You shall pay Us any additional reasonable costs and expenses incurred by or on Our behalf and any timetable agreed for the performance by Us of any of Our obligations shall be extended accordingly.

7.10 You accept and acknowledge that We are not responsible for the acts or omissions of any third party suppliers, including but not limited to telecommunications, third party hosting providers, internet service providers and/or Your third party suppliers.

7.11 You shall not re-sell or permit the resale directly or indirectly (whether or not for profit) of the Services (or any part of either) to any third party, or to allow any third party to receive or make use of the Services (or any part of either) directly or indirectly (whether or not for profit).

7.12 We shall follow the archiving procedure for Your data as may be notified to You. In the event of any loss or damage to Your data, Your sole and exclusive remedy shall be for Us to use reasonable endeavours to restore the lost or damaged data from the latest back-up of such data maintained by us in accordance with the archiving procedure.

7.13 We are not responsible for virus checking files that You and/or other users upload to or download as part of the Services provided to You or them. We shall not be responsible or liable for any loss, destruction, alteration or disclosure of Your data or damage to your business systems, software or hardware caused by any third party whether contracted by Us or otherwise, including where a third party has introduced a virus to the Services by uploading or downloading files while using the Services. For the avoidance of any doubt, the data storage facility is provided by a third party and We do not accept responsibility or liability howsoever arising for any loss, destruction, alteration or disclosure of Your data.)

8. Supplier Obligations

8.1 We will use reasonable care and skill in performing and providing the Services.

8.2 We will investigate any failure or error in any provision of Services provided that You notify Us in writing within seven (7) days following You becoming aware of such failure or error giving Us all necessary information to be able to investigate the failure or error and We limit Our liability to an obligation to use reasonable commercial endeavours to correct such failure or error.

8.3 We will not be liable for Support unless You notify Us in accordance with clause 8.2 or if the failure or error has been caused by incorrect use or abuse or corruption of the Services.

8.4 Except as expressly provided in this Agreement no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, availability, reliability, suitability, performance or fitness for purpose of the and Services provided hereunder is given or assumed by Us.

9. Liability

9.1 Nothing in this Agreement shall in any way exclude or limit Our liability for death or personal injury caused by negligence, or liability for fraudulent misrepresentation, or for any breach of Our obligations as to title under section 12 of the Sale of Goods Act 1979 or section 2 of Supply of Goods and Services Act 1982 or for any other liability which by law it is not possible to exclude or limit.

9.2 Our liability for the loss or damage to tangible property, whether or not the same are under warranty, shall be limited in accordance with clause 9.3 of this Agreement.

9.3 Subject to sub-clauses 9.1 and 9.6 below, Our total liability in any contract year for direct losses in contract, tort, misrepresentation or otherwise in connection with this Agreement and/or the provision of the Services, shall be limited to the total Charges paid (excluding VAT and expenses) by You to Us in that contract year or£5,000, whichever is the greater.

9.4 We shall have no liability to You in respect of defaults covered by clause 9.3 unless You notify Us within six (6) months of the date You became aware of the circumstances giving rise to the event(s) complained of. We shall have not less than ninety (90) days following written notice by You) or such other notice period notified to You in which to remedy any default.

9.5 In no event will We be liable to You in contract, tort, misrepresentation or otherwise, for any indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever, nor for any direct or indirect loss of profit, loss of anticipated profits, loss of revenue, loss of anticipated revenue, loss of savings or anticipated savings, loss of business opportunity, increases in cost of working whether anticipated or not, loss or corruption of data, loss of use or loss of operating time and any costs and expenses associated therewith, depletion of goodwill or reputation or otherwise which arise out of or in connection with this Agreement and whether or not foreseeable or made known to Us.

9.6 We shall indemnify You against any claim that the normal use or possession of the Services or Documentation infringes the intellectual property rights of any third party which are effective in the UK provided We are notified promptly of any claim, We are given control of any claim, You do not prejudice Our defence of any claim and You give Us all reasonable assistance (at Our reasonable cost) and that the claim does not arise as a result of (a) the use of the Services or Documentation in combination with equipment or software not approved by Us, (b) by reason of alteration or modification not approved by Us or (c) where the claim arises because of a feature specified and requested by You. We shall have the right to procure the continuing use of the infringing part, modify or replace the infringing part provided that exercise of any of these options shall operate as an entire discharge of Our liability to You under this sub-clause.

9.7 You will indemnify and keep Us (and any of Our Group Companies) indemnified against any loss, damage, claim or expense arising out of (i) the physical injury of or death of any of Our consultants, employees, agents or authorised representatives arising by reason of defective equipment supplied by You, Your failure to provide a safe place of work or otherwise by reason of any negligent act or default on Your part or Your employees, agents or authorised representatives; (ii) Your failure to comply with the terms and conditions governing the use of any Third Party Software; (c) any claim that the storage of Your data via the Services by Us infringes the intellectual property rights of any third party.

10. Term & Termination

10.1 This Agreement will commence on the Commencement Date. The Services will continue until terminated in accordance with these terms.

10.2 We may terminate this Agreement (or at Our discretion, the supply to You of any Services) immediately if necessary. However we will endeavour to give sixty (60) days prior notice.

10.3 Either party shall be entitled to terminate this Agreement forthwith by notice in writing to the other if the other:

10.3.1 is in material breach of this Agreement and either that breach is incapable of remedy, or the other party fails to remedy the breach within thirty (30) days of receipt of written notice setting out the breach and indicating that failure to remedy the breach may result in termination of this Agreement;

10.3.2 becomes the subject of a voluntary arrangement under section 1 of the Insolvency Act 1986, or is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or notice has been received of a pending appointment of or the appointment of a receiver, manager, administrator or administrative receiver over all or any part of its undertaking, assets or income, intends to pass or has passed a resolution for its winding-up, or has a petition presented to any court for its winding-up or for an administration order, or has ceased or threatened to cease to trade.

10.5 Termination of the Agreement, however caused, shall not affect the rights of either party under this Agreement which may have accrued up to the date of termination.

10.6 On termination of this Agreement however caused Your right to use the Services will automatically cease. If the Agreement is terminated by You pursuant to clause 10.4.1, We will, at Our sole discretion, either make Your data available to You in standard readable form via email, CD-ROM or DVD or allow You access to the Services for a limited period following such termination to retrieve and store a read only copy of Your data, after which Your data will be permanently deleted. If the Agreement is terminated by Us or by You under any other clause, then We reserve the right to make a reasonable charge for such service or access.

11. Force majeure

No party shall be liable to the other for any delay or non-performance of its obligations under this Agreement arising from any cause beyond its control. For the avoidance of doubt, nothing in this clause 12 shall excuse You from any payment obligations under this Agreement. If any such event continues for more than ninety (90) days and provided substantial performance is still impeded either party may terminate this Agreement forthwith by prior written notice without prejudice to the accrued rights of either party.

12. Assignment

We may assign, sub-contract or otherwise transfer any of Our rights or obligations under this Agreement without Your consent. You may only assign, sub-contract or otherwise transfer any of Your rights or obligations with Our prior written consent. If that is to an outsourcing provider, the Software must remain in the UK and the outsourcing provider must dial in to the Software to meet its obligations.

13. Notices

13.1 Any notice required to be given pursuant to this Agreement shall unless otherwise stated in it, be in writing, sent to the other party marked for the attention of the person at the address specified in this Agreement (or to such other address as either party may from time to time notify to the other in writing in accordance with this clause).

 

13.2 For the purpose of notices to be given by Us in writing, the expression “writing” or “written” shall be deemed to include email communications or facsimile transmissions. At Our option, We may send You written notice addressed to the facsimile number or by email at the email address You supply to Us specified in the Invoice or Project Proposal.

13.3 A correctly addressed notice sent by first-class post shall be deemed to have been delivered 72 hours after posting, correctly directed faxes shall be deemed to have been received instantaneously on transmission, and correctly addressed emails shall be deemed to have been delivered 24 hours after sending.

14. Severability

If any provision of this Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.

15. Waiver

No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

16. Entire Agreement

16.1 This Agreement and any document expressly incorporated in it contains the entire and only agreement between the parties and supersedes all previous agreements between the parties with respect to the subject matter hereof. Each party acknowledges that in entering into this Agreement, it has not relied on any representation, undertaking, promise or statement whether oral or in writing which is not expressly set out in this Agreement. Except as expressly provided in this Agreement all conditions, warranties, stipulations and other statements whatsoever that would otherwise be implied or imposed by statute, at common law, or otherwise howsoever are excluded to the fullest extent permitted by law. Nothing in the foregoing shall however affect any liability for fraudulent misrepresentation.

16.2 You will be notified of any changes to this Agreement on the Website. Changes to the Agreement will take effect immediately upon such notification.

17. Third party rights

A person who is not party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

18. Data Protection

18.1 Each party shall comply with its obligations under the Data Protection Act 1998 (“Act”). For the purposes of this Agreement We shall be a data processor and you shall be a data controller, both as defined under the Act. Neither party shall by any act or omission, deliberately put the other party in breach of the Act and each party shall do and execute, or arrange to be done and executed each act, document and thing necessary or desirable to ensure that it does not put the other party in breach of the Act. You shall indemnify Us for any breach by You of this clause 18.1.

19. Confidentiality

19.1 Both parties agree not to use or disclose confidential information relating to or owned by the other, received or disclosed to it by the other party during the Term of this Agreement, save for use or disclosure required in order to perform their respective obligations under this Agreement. Disclosure shall be limited to such of the receiving party’s employees, officers, agents or contractors directly involved in performing the receiving party’s obligations.

19.2 The parties agree that information is not to be regarded as confidential and that the receiving party will have no obligation regarding confidentiality where that information is already in the public domain or enters the public domain through no fault of the receiving party, or is received from a third party without any obligations of confidentiality, or is used or disclosed with the prior written consent of the owner of that information, or is disclosed in compliance with a legal requirement, or is independently developed by the receiving party.

19.3 Any confidential information will be returned or destroyed by the receiving party forthwith at the prior written request of the owner.

19.4 We will be allowed to refer to You in any publicity after performance of the Services.

19.5 In the event that the parties execute a separate confidentiality agreement, the terms of that agreement shall prevail.

20. Governing law

This Agreement shall be construed in accordance with and governed by the law of England and Wales and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.