Licence Agreement and Data Processing Agreement

PROSUITABILITY

Licence Agreement and Terms of Service

THIS AGREEMENT is made BETWEEN

(1) Bluegrove Financial Solutions Ltd (company number: 6363970) whose registered office is at 20a Moreton Avenue, Harpenden, Herts AL5 2ET (“We”, “Us” or “Our”, which expressions shall include any successor, holding or subsidiary company or any permitted assignee);

AND

(2) the sole trader, partnership, limited liability partnership or company identified in the Registration Form (“You” or “Your”).

RECITALS

(A) We provide a cloud-hosted suitability report writing service for use by UK financial advisers, known as Prosuitability.

(B) You wish to subscribe to Prosuitability on a per-Registered Adviser basis for use by Your Authorised Users in the conduct of Your business, on the terms set out in this Agreement.

IT IS AGREED AS FOLLOWS:

1. Definitions and Interpretation

1.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

"Additional Services" means any additional service modules made available by Us via Prosuitability from time to time (whether developed by Us or by a Third Party Provider), as described in the Tariff, including any modules which incorporate artificial intelligence or large language model functionality (“AI Modules”);

"Agreement" means this agreement, together with the Registration Form, the Tariff, any applicable Module Terms and any document expressly incorporated by reference;

"AI Module" means an Additional Service which uses, or incorporates output generated by, artificial intelligence, machine learning models, generative models or large language models, whether hosted by Us or by a Third Party Provider;

"AI Output" means any text, recommendation, summary, draft, classification or other content generated by an AI Module in response to inputs submitted by You or Your Authorised Users;

"Anonymised Data" means data derived from Personal Data which has been processed such that the data subject is no longer identifiable, within the meaning of the Data Protection Laws;

"Authorised User" means a Registered Adviser, or an employee, contractor or agent of You acting under the supervision of a Registered Adviser, who has been nominated by You as a user of Prosuitability and registered with Us as such;

"Business Day" means any day other than a Saturday, Sunday or public holiday in England, between 9.00 a.m. and 5.30 p.m.;

"Client" means any client or prospective client of Yours about whom Data is processed using Prosuitability;

"Commencement Date" means the date on which We first issue credentials enabling You or any of Your Authorised Users to access Prosuitability;

"Confidential Information" means any information of a confidential nature disclosed by one party to the other (whether before or after the date of this Agreement) including commercial, financial, technical, operational or product information, know-how, trade secrets, security information and credentials, but excluding information which is or becomes public other than through a breach of this Agreement, is independently developed without reference to the disclosing party’s information, or is rightfully received from a third party without restriction;

"Controller, Processor, Personal Data, Processing, Data Subject" means have the meanings given to them in the UK GDPR;

"Data" means any data, including Personal Data, submitted by You or Your Authorised Users to Prosuitability or generated through Your use of Prosuitability;

"Data Protection Laws" means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, and any other applicable law relating to the processing of personal data or privacy, in each case as amended, replaced or re-enacted from time to time;

"FCA" means the Financial Conduct Authority and any successor body;

"FCA Rules" means the rules, guidance and principles contained in the FCA Handbook;

"FSMA" means the Financial Services and Markets Act 2000, as amended;

"Fees" means the fees payable by You for access to Prosuitability and any Additional Services, as set out in the Tariff or otherwise notified to You;

"Group" means in relation to a party, that party together with each of its subsidiaries, holding companies and subsidiaries of any such holding company, as those terms are defined in section 1159 of the Companies Act 2006;

"Intellectual Property Rights" means all intellectual property rights of any nature in any jurisdiction, whether registered or unregistered, including patents, trade marks, service marks, trade names, copyrights, database rights, design rights, rights in know-how and trade secrets, rights in software, and any application for or right to apply for any of the foregoing;

"Laws or Regulations" means all laws, statutory instruments, regulations, codes and rules applicable to You, Your business or Your Authorised Users, including FSMA, the FCA Rules and the Data Protection Laws;

"Losses" means all losses, damages, costs (including reasonable legal costs), charges, expenses, fines, awards and liabilities;

"Module Terms" means any supplemental terms which We notify to You as applying to a particular Additional Service, including any AI Module;

"Prosuitability" means the cloud-hosted suitability report writing service supplied by Us under this Agreement, together with any associated software, documentation, content and Additional Services to which You subscribe, as updated by Us from time to time;

"Registered Adviser" means an individual authorised under FSMA (whether as an approved person, a certified person or otherwise as required by the FCA Rules) to provide regulated investment advice on Your behalf, in respect of whom You have paid the applicable per-adviser Fee;

"Registration Form" means the form (in such format as We may prescribe from time to time, including online) completed by or on behalf of You setting out Your details, the identity of Your initial Registered Advisers and the services subscribed to;

"Tariff" means the schedule of Fees and service descriptions for Prosuitability and Additional Services as published by Us from time to time;

"Third Party Provider" means a third party (other than Us or a member of Our Group) which provides software, services, content or data accessed through, or integrated with, Prosuitability;

"Unacceptable Content" means any material which is unlawful, defamatory, obscene, harassing, threatening or discriminatory, which infringes the rights of any third party, which contains viruses or other malicious code, or which is otherwise inappropriate for use in a regulated professional context;

"UK GDPR" means the United Kingdom General Data Protection Regulation as defined in section 3(10) of the Data Protection Act 2018;

1.2 References to a statute or statutory provision include that statute or provision as amended, re-enacted, replaced or consolidated from time to time.

1.3 Headings are for convenience only and do not affect interpretation.

1.4 Where We supply Prosuitability to other members of Your Group, references to You include each such Group member, and You shall be responsible for ensuring their compliance with this Agreement.

2. Grant of Licence

2.1 Subject to Your payment of the Fees and Your compliance with this Agreement, We grant to You and Your Authorised Users a non-exclusive, non-transferable, non-sublicensable licence, with effect from the Commencement Date, to access and use Prosuitability solely for the lawful purposes of Your business as a regulated financial adviser firm (or as a provider of administration services to such firms).

2.2 You and each Authorised User must:

2.2.1 use credentials issued to them on an individual, named-user basis and not share, transfer or permit concurrent use of those credentials;

2.2.2 use Prosuitability only in accordance with this Agreement, any Module Terms and all applicable Laws or Regulations; and

2.2.3 comply with Our reasonable security, acceptable-use and operational instructions notified to You from time to time.

2.3 You must not, and must procure that Your Authorised Users do not: (a) copy, modify, adapt, translate or create derivative works of Prosuitability except as expressly permitted; (b) reverse engineer, decompile or disassemble any software comprised in Prosuitability except to the extent permitted by mandatory law; (c) remove or obscure any proprietary notices; (d) use Prosuitability to provide a service bureau, outsourcing, time-sharing or similar service to any third party; (e) use Prosuitability to develop or train any competing product, model or service, including any machine learning or AI model; or (f) introduce any malicious code into Prosuitability.

2.4 We may modify, enhance, replace or withdraw features of Prosuitability from time to time, provided that We will not make changes that materially reduce the core functionality of Prosuitability without giving You reasonable prior notice. New functionality may be made available only as an Additional Service or under separate Module Terms.

2.5 We may amend this Agreement from time to time. Where any amendment is material, We will give You not less than 30 days’ written notice (which may be by email to Your nominated administrative contact). If You do not accept a material amendment, You may terminate this Agreement on written notice given before the amendment takes effect, without further liability beyond Fees accrued to the date of termination.

3. Per-Adviser Subscription and Authorised Users

3.1 Prosuitability is licensed on a per-Registered Adviser basis. The Fees payable in any billing period are calculated by reference to the number of Registered Advisers nominated by You in respect of that period.

3.2 You must nominate, in the Registration Form or by subsequent written notice to Us, each Registered Adviser on whose behalf Prosuitability is to be used. A Registered Adviser is treated as such from the date credentials are first issued to them, or from the date You instruct Us to add them, whichever is earlier.

3.3 You may add Registered Advisers at any time. Fees in respect of additional Registered Advisers will accrue on a pro-rated basis from the date of addition to the end of the then-current billing period.

3.4 You may remove a Registered Adviser by giving Us written notice. Removal takes effect at the end of the billing period in which the notice is received, and no refund is payable in respect of any partial period.

3.5 Each Registered Adviser may have one or more associated Authorised Users (such as paraplanners or administrators) acting under their supervision. Such Authorised Users do not give rise to additional per-adviser Fees, but each must be individually registered with Us and bound by the obligations in this Agreement.

3.6 You are responsible for: (a) ensuring that every Registered Adviser holds and maintains the regulatory authorisations required to perform the activities for which Prosuitability is used; (b) promptly notifying Us if a Registered Adviser ceases to be so authorised or leaves Your business; and (c) the acts and omissions of all Your Authorised Users as if they were Your own.

4. Additional Services and AI Modules

4.1 From time to time, We may make Additional Services available to You under the Tariff. Each Additional Service is subject to this Agreement and to any applicable Module Terms. In the event of conflict, the Module Terms prevail in respect of the Additional Service in question.

4.2 Where an Additional Service is supplied by a Third Party Provider, We may require You to enter into separate terms directly with that Third Party Provider. In that case, Your sole remedies in respect of that Additional Service lie against the Third Party Provider.

4.3 If You subscribe to an AI Module, the following additional provisions apply:

4.3.1 AI Output is generated by automated means and may contain errors, omissions, inaccuracies or outputs that are inappropriate for a particular Client. You acknowledge that AI Output is not advice, is not produced by a regulated person, and is not a substitute for the professional judgment of a Registered Adviser.

4.3.2 It is a condition of Your use of any AI Module that all AI Output is meaningfully reviewed, verified and, where appropriate, amended or rejected by a Registered Adviser before being relied upon, communicated to a Client or used to inform a regulated activity.

4.3.3 You shall not submit to any AI Module any Data which You are not lawfully entitled to disclose, or which would cause the processing of such Data by Us or by Our Third Party Provider to breach any duty of confidentiality, contract or Laws or Regulations.

4.3.4 We will not use Your Data, or any inputs You submit to an AI Module, to train or fine-tune any generally available AI model, save that We may use Anonymised Data in accordance with clause 11.

4.3.5 Where an AI Module is supplied to Us by a Third Party Provider, additional restrictions, acceptable-use rules, and limitations of liability imposed by that Third Party Provider may apply. We will make the material terms available to You via the Module Terms.

4.3.6 Notwithstanding any other provision of this Agreement, We make no representation or warranty as to the accuracy, completeness, suitability or fitness for purpose of any AI Output, and Your sole responsibility for the use made of any AI Output rests with You and the relevant Registered Adviser.

4.4 Each subscription to an Additional Service may be terminated independently of this Agreement on the terms specified in the relevant Module Terms or, in the absence of such terms, on one month’s written notice by either party.

5. Term and Termination

5.1 This Agreement begins on the Commencement Date and continues until terminated in accordance with this clause 5.

5.2 Either party may terminate this Agreement on not less than 30 days’ written notice, to expire at any time after the initial minimum period (if any) specified in the Registration Form.

5.3 Either party may terminate this Agreement immediately by written notice to the other if:

5.3.1 the other party commits a material breach of this Agreement and, where the breach is capable of remedy, fails to remedy it within 30 days of written notice requiring it to do so;

5.3.2 the other party becomes insolvent, is unable to pay its debts as they fall due, has a receiver, administrator or liquidator appointed over any of its assets, enters into any composition with its creditors, or any analogous event occurs in any jurisdiction; or

5.3.3 termination is required by any Laws or Regulations, or by direction of any competent regulator.

5.4 We may suspend Your access to Prosuitability (or to any part of it) without liability, on notice (which may be given after suspension where reasonably necessary), if: (a) You fail to pay any sum due within 14 days of a written reminder; (b) We reasonably believe that You or an Authorised User is using Prosuitability in breach of this Agreement, in a manner that poses a security risk, or in a manner that breaches Laws or Regulations; or (c) suspension is required by any Laws or Regulations. We will lift the suspension as soon as reasonably practicable once the cause has been resolved.

5.5 On termination of this Agreement: (a) all rights granted under clause 2 cease immediately; (b) You must cease all use of Prosuitability and procure the same in respect of Your Authorised Users; (c) all Fees accrued to the date of termination become immediately payable; and (d) each party must return or, at the other party’s option, destroy the Confidential Information of the other in its possession, save to the extent retention is required by Laws or Regulations or sensible record-keeping.

5.6 For a period of 30 days following termination, We will, on Your written request, make available to You a reasonable export of Your Data in a commonly used machine-readable format. Thereafter We may delete Your Data, subject to clause 11 and to any retention period required by Laws or Regulations.

5.7 The following clauses survive termination: 1, 2.3, 4.3.6, 5.5 to 5.7, 7, 9, 10, 11, 12, 13, 14, 17 to 23.

6. Fees and Payment

6.1 You shall pay the Fees set out in the Tariff for Prosuitability and any Additional Services to which You subscribe. All Fees are exclusive of VAT, which is payable at the prevailing rate.

6.2 Unless otherwise agreed, Fees are invoiced monthly in advance and payable within 14 days of the date of invoice by direct debit or such other method as We may reasonably require.

6.3 We may increase the Fees once in any 12-month period on giving You not less than 60 days’ written notice. If the increase exceeds the greater of (a) the most recent published 12-month UK Consumer Prices Index figure, or (b) 5%, You may terminate this Agreement on written notice given before the increase takes effect.

6.4 Without prejudice to any other right, We may charge interest on overdue sums at the rate of 4% per annum above the Bank of England base rate from time to time, accruing daily from the due date until payment in full.

6.5 You are responsible for any costs You incur in accessing Prosuitability, including network and telecommunications charges.

7. Intellectual Property

7.1 All Intellectual Property Rights in or relating to Prosuitability, including any software, content, templates, documentation, branding and AI Modules (other than Your Data and any rights of a Third Party Provider) are and remain Our property or that of Our licensors. No rights are granted to You other than as expressly set out in this Agreement.

7.2 Neither You nor any Authorised User may use any of Our trade marks, trade names or branding without Our prior written consent.

7.3 As between the parties, You retain ownership of Your Data and of any reports, documents or work product produced by You using Prosuitability. You grant to Us a non-exclusive, royalty-free, worldwide licence to use Your Data solely as necessary to provide Prosuitability and the Additional Services to You, to fulfil Our obligations under this Agreement and to comply with Laws or Regulations.

7.4 You grant to Us a non-exclusive, perpetual, irrevocable, worldwide, royalty-free licence to use Anonymised Data derived from Your use of Prosuitability for any lawful business purpose, including improving Prosuitability, producing aggregated insights and reporting, and licensing such Anonymised Data to product providers and other third parties. You warrant that, to the extent the source data comprises Personal Data, You have provided all notices and obtained all consents or other lawful bases necessary for such anonymisation and onward use.

7.5 You shall promptly notify Us of any actual or suspected infringement of Our Intellectual Property Rights that comes to Your attention.

8. Acceptable Use and Security

8.1 You shall not, and shall procure that no Authorised User shall: (a) upload or transmit Unacceptable Content through Prosuitability; (b) use Prosuitability in a manner that interferes with its operation or the use of it by other customers; (c) attempt to gain unauthorised access to any part of Prosuitability or to any system, account or data belonging to Us, any Third Party Provider or any other customer; or (d) circumvent any technical protection measure.

8.2 You shall: (a) keep all credentials secure and confidential; (b) require each Authorised User to use a unique credential; (c) notify Us without undue delay of any actual or suspected compromise of credentials, security incident or unauthorised use of Prosuitability; and (d) comply with such multi-factor authentication, password complexity or other security requirements as We may notify from time to time.

8.3 We shall implement and maintain appropriate technical and organisational measures designed to protect Prosuitability and Your Data against unauthorised or unlawful processing, accidental loss, destruction or damage, having regard to the state of the art, the costs of implementation and the nature of the data processed.

9. Service Availability and Support

9.1 We will use reasonable endeavours to make Prosuitability available 24 hours a day, 7 days a week, save for: (a) planned maintenance carried out, where reasonably practicable, outside Business Day hours and notified in advance; and (b) emergency maintenance, which We may carry out at any time.

9.2 Prosuitability is provided over the public internet and We are not responsible for the performance, security or availability of any network, system or service outside Our reasonable control.

9.3 We will provide reasonable helpdesk support during Business Days, by telephone or electronic mail, in relation to the use of Prosuitability. Support does not extend to: (a) faults caused by Your equipment, networks or software; (b) Your or Your Authorised Users’ operator error; (c) use of Prosuitability other than in accordance with this Agreement; or (d) third-party services not supplied by Us.

10. Customer Responsibilities and Regulatory Compliance

10.1 Prosuitability is a tool to assist regulated advisers in producing suitability reports and related documentation. It does not constitute, and must not be relied upon as, regulated advice, a recommendation, or a substitute for the professional judgment of a Registered Adviser.

10.2 You are solely responsible for: (a) the regulated activities carried on by You and Your Registered Advisers; (b) the suitability of advice given to any Client; (c) ensuring that any report, recommendation or communication produced using Prosuitability is accurate, complete and appropriate before it is finalised, signed off by a Registered Adviser and provided to any Client; and (d) Your compliance with all Laws or Regulations, including FCA Rules and the Data Protection Laws.

10.3 Nothing in this Agreement, or in any output produced by Prosuitability (including any AI Output), discharges or limits Your obligations as a regulated firm or those of any Registered Adviser.

11. Data Protection

11.1 In this clause 11, terms defined in the UK GDPR have the meanings given there.

11.2 The parties acknowledge that, in respect of any Personal Data processed under this Agreement: (a) You are the Controller; and (b) We are the Processor, save in relation to (i) account administration data and billing data, and (ii) Anonymised Data, in respect of which We act as Controller.

11.3 You warrant that You have a valid lawful basis under the Data Protection Laws for all Personal Data submitted to Prosuitability, and that all notices required by the Data Protection Laws have been given to Data Subjects.

11.4 We shall, in our capacity as Processor:

11.4.1 process Personal Data only on Your documented instructions, including those set out in this Agreement, save where required by Laws or Regulations (in which case We will notify You unless prohibited from doing so);

11.4.2 ensure that personnel authorised to process Personal Data are bound by appropriate confidentiality obligations;

11.4.3 implement appropriate technical and organisational measures in accordance with Article 32 of the UK GDPR;

11.4.4 engage sub-processors only where (a) We have a written contract in place with the sub-processor imposing materially equivalent data protection obligations, and (b) We have given You prior notice (which may be by publishing a list of sub-processors and notifying material changes); You may object to a new sub-processor on reasonable data-protection grounds, and if We cannot accommodate the objection You may terminate the affected services;

11.4.5 taking into account the nature of the processing, assist You by appropriate technical and organisational measures, insofar as possible, to respond to requests from Data Subjects exercising their rights under the Data Protection Laws;

11.4.6 assist You in ensuring compliance with Your obligations under Articles 32 to 36 of the UK GDPR, taking into account the nature of processing and the information available to Us;

11.4.7 notify You without undue delay after becoming aware of a Personal Data breach affecting Your Personal Data;

11.4.8 at Your choice, delete or return all Personal Data after the end of the provision of services, save to the extent retention is required by Laws or Regulations; and

11.4.9 make available to You all information reasonably necessary to demonstrate compliance with this clause 11, and allow for and contribute to audits, including inspections, conducted by You or another auditor mandated by You, subject to reasonable notice, confidentiality undertakings and Our reasonable costs.

11.5 We may transfer Personal Data outside the United Kingdom only where an appropriate safeguard under the Data Protection Laws is in place (such as the UK International Data Transfer Agreement or the UK Addendum to the EU Standard Contractual Clauses).

11.6 You instruct Us to create Anonymised Data from Data processed using Prosuitability. You warrant that, in respect of all Personal Data submitted to Prosuitability, You have provided fair processing information and have a lawful basis for such anonymisation. Once data has been anonymised such that no Data Subject is identifiable, it is no longer Personal Data and may be used by Us in accordance with clause 7.4.

11.7 We may collect and use technical and usage data (such as page views, feature usage and performance metrics) for the purposes of operating, securing and improving Prosuitability. Where such data constitutes Personal Data, it will be processed in accordance with Our privacy notice.

12. Warranties

12.1 We warrant that: (a) We have the right to grant the licence in clause 2; and (b) We will provide Prosuitability with reasonable skill and care.

12.2 Except as expressly set out in this Agreement, and to the maximum extent permitted by law, all warranties, conditions and representations, express or implied (including any implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement and accuracy), are excluded. Prosuitability is otherwise provided “as is” and “as available”.

12.3 Without limiting clause 12.2, We make no warranty as to: (a) the accuracy, completeness or suitability of any AI Output or of any output produced by a Third Party Service; or (b) the uninterrupted or error-free operation of Prosuitability.

12.4 Where We pass through services or content from a Third Party Provider, We will use reasonable endeavours to pass through to You the benefit of any warranty given to Us by that Third Party Provider, to the extent We are able to do so.

13. Liability

13.1 Nothing in this Agreement limits or excludes either party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be lawfully limited or excluded; or (d) in Your case, payment of the Fees.

13.2 Subject to clause 13.1, neither party is liable to the other (whether in contract, tort, including negligence, or otherwise) for any: (a) loss of profits; (b) loss of revenue or anticipated savings; (c) loss of business, contracts or opportunity; (d) loss of goodwill; (e) loss or corruption of data (other than as set out in clause 13.3); or (f) indirect, special or consequential loss.

13.3 Subject to clause 13.1, Our total aggregate liability to You arising out of or in connection with this Agreement in any 12-month period (whether in contract, tort, including negligence, or otherwise) shall not exceed the greater of (a) 125% of the Fees paid by You under this Agreement in the 12 months preceding the event giving rise to the liability; or (b) £10,000.

13.4 You shall indemnify Us against all Losses suffered or incurred by Us arising out of or in connection with: (a) any breach by You or any Authorised User of clauses 2.3, 4.3, 7, 8, 10 or 11; (b) any claim by a Client or other third party that advice, a recommendation or any communication issued by You or an Authorised User was unsuitable, inaccurate, misleading or otherwise gives rise to liability; and (c) any claim arising from Your failure to hold the regulatory authorisations required for the activities for which Prosuitability is used.

13.5 Any claim against Us arising out of or in connection with this Agreement must be notified to Us in writing within 12 months of the date on which You became, or should reasonably have become, aware of the matter giving rise to the claim, failing which the claim shall be barred.

14. Confidentiality

14.1 Each party shall keep confidential, and shall not use other than for the purposes of this Agreement, the Confidential Information of the other.

14.2 Each party may disclose Confidential Information: (a) to its employees, contractors, professional advisers and members of its Group on a need-to-know basis, provided they are bound by equivalent confidentiality obligations; (b) as required by Laws or Regulations or by any competent regulator (in which case the disclosing party will, where lawful, give the other party prior notice); or (c) with the prior written consent of the other party.

14.3 The obligations in this clause 14 continue for a period of five years after termination of this Agreement, except in respect of trade secrets, where the obligations continue without limit of time.

15. Audit

15.1 We may record transactions and access to Prosuitability for security, operational and compliance purposes.

15.2 On not less than 30 days’ written notice (or such shorter notice as may be required by a regulator), and not more than once in any 12-month period (save where required by Laws or Regulations or in response to a security incident), You may require Us to demonstrate Our compliance with this Agreement, including by providing relevant policies, certifications, audit reports (such as ISO 27001 or SOC 2 reports), or, where reasonably necessary, by permitting an on-site inspection at Our premises, in each case subject to confidentiality and reasonable costs.

16. Notices

16.1 Notices under this Agreement must be in writing in English and may be given: (a) by hand; (b) by pre-paid recorded delivery post; or (c) by email to the address designated by the recipient for notices.

16.2 Notices are deemed received: (a) if delivered by hand, on delivery; (b) if posted, on the second Business Day after posting; and (c) if by email, on transmission, provided no delivery failure notification is received by the sender.

16.3 Notices to Us must be addressed to the Company Secretary at Our registered office and to such email address as We notify for that purpose. Notices to You will be sent to the address set out in the Registration Form, or such other address as You notify in writing.

17. Force Majeure

17.1 Neither party shall be in breach of this Agreement, nor liable for any failure or delay in performance (other than payment obligations), caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, pandemic, fire, flood, failure of public utilities or telecommunications networks, denial-of-service attacks not caused by a failure on its part to maintain appropriate security, and the acts or omissions of upstream service providers.

17.2 If a force majeure event continues for more than 60 days, either party may terminate this Agreement on written notice.

18. Assignment and Subcontracting

18.1 You may not assign, transfer or subcontract any of Your rights or obligations under this Agreement without Our prior written consent.

18.2 We may assign or transfer any of Our rights or obligations under this Agreement: (a) to a member of Our Group; or (b) in connection with a sale, reorganisation or transfer of all or substantially all of the business or assets to which this Agreement relates.

18.3 We may subcontract performance of any of Our obligations under this Agreement, but remain responsible to You for the performance of any subcontractor.

19. Waiver and Severability

19.1 No failure or delay by a party to exercise any right under this Agreement is a waiver of that right.

19.2 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions remain in full force, and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that achieves, so far as possible, the original commercial intent.

20. Third Party Rights

20.1 Save that any member of Our Group may enforce the terms of this Agreement in its own right, a person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

21. Entire Agreement

21.1 This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, understandings and communications, whether written or oral. Each party acknowledges that it has not relied on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) other than as expressly set out in this Agreement. Nothing in this clause limits liability for fraud.

22. No Partnership

22.1 Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the parties. Neither party has authority to bind the other.

23. Governing Law and Jurisdiction

23.1 This Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of England and Wales.

23.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute arising out of or in connection with this Agreement.