Website Design and Development Terms and Conditions

1. INTERPRETATION

The following definitions and rules of interpretation apply in this agreement.

1. Definitions

Applicable Laws: all applicable laws, statutes, regulations from time to time in force. 

1. Applicable Data Protection Laws: means:

1. To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
2. To the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.

1. Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
2. Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
3. Charges: the sums payable for the Services, as set out in the quotation.

Client: the person, business or organisation that is using any services provided by Sprint Online (“you”).

Content Management System: the back end of the website where the client can access and change the aesthetics of the website (i.e. pictures, content) and can publish new collection items (i.e. blog posts) (“CMS”).

5. Customer Materials: all documents, information, items and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to the Supplier in connection with the Services.
6. Customer Personal Data: any personal data which the Supplier processes in connection with this agreement, in the capacity of a processor on behalf of the Customer.
7. Deliverables: any output of the Services to be provided by the Supplier to the Customer as specified in the quotation. 

Domain: the website address (i.e. www.domain.com).

8. EU GDPR: means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.

Hosting: the method of holding and publishing your website files (including but not limited to website coding, content, images and videos).

9. Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
10. Milestones: a date by which a part of the Services is to be completed, as set out in the quotation.

Project: any work undertaken by Sprint Online for the client.

11. Services: the services as set out in the quotation, including services which are incidental or ancillary to such services.

Supplier: Sprint Online whose office is at Thorncroft Manor, Leatherhead, Surrey, KT22 8JB, United Kingdom(“we”, “us” and “our”).

12. Supplier Personal Data: any personal data which the Supplier processes in connection with this agreement, in the capacity of a controller.
13. UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

2. Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
4. The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
5. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
6. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
7. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders. 
8. A reference to writing or written includes email but not fax.
9. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
10. A reference to this agreement or to any other agreement or document referred to in this agreement is a reference of this agreement or such other agreement or document, in each case as varied from time to time.
11. References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.
12. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

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2. TERMS OF SALE

1. This Terms and Conditions will act as, or part of the contract, between the Client and Sprint Online unless otherwise agreed in writing. 
2. By paying our invoices, you are accepting these Terms and Conditions. 

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3. QUOTATION 

1. Sprint Online reserves the right to withdraw, cancel or amend a quotation if it has not been accepted by the client within 28 days from the date of quotation. 
2. The quotation is only valid for 28 days from the date of quotation. 
3. Both Parties hold the right to cancel a project for any reason prior to the Client accepting or rejecting a quote. 
4. The quotation includes the number of pages and any additional features included in the build. If there are any further requirements, Sprint Online reserves the right to create an addition quotation to cover for these requirements. 

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4. DESIGN AND BUILD

1. The full details of the work to be carried out will be set out in the Project Confirmation document signed by the client and/or agreed in writing. 
2. An initial outline timescale to build and design your website will be provided during the quotation. Sprint Online will endeavour to meet these; however, we make no guarantees and are not bound in any way to complete the projects within these timeframes to ensure the service is of high quality. 
3. Sprint Online warrant that reasonable care and skill will be used during the completion of the project. 
4. Sprint Online retains the right to make changes and adjustments to comply with legislation, safety requirements or technical limitations. 
5. Clients are responsible to provide supporting information including, but not limited to, content, logos, and images in a timely manner in order to help achieving the outlining time frame.
6. The website may contain a link to Sprint Online, however, this will always be in the footer. A reciprocal link may be included within the portfolio of Sprint Online.

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5. HOSTING 

1. Once the client has confirmed that they are ready for the website to go live and the full fee has been paid, Sprint Online will publish the website. Whilst Sprint Online will always provide a reliable and professional service to the Client, we cannot guarantee that the website hosting will be always available. In the event of a technical failure beyond our control, we will carry out our best endeavours to get the website back live. 
2. If the Client does not host their website with Sprint Online, the management and hosting is sole responsibility of the Client. We cannot make any amendments for websites that are self-hosted by the Client.
3. Sprint Online are not liable for loss, damage or corruption to files or information stored on the servers but will try our best endeavours to avoid this and will back the website up on a regular basis. 
4. Sprint Online are not liable for loss, damage or corruption caused by the Client to emails and its related information stored on the servers. 
5. Sprint Online does not accept responsibility, build or host websites that contain content including, but not limited to, adult, sexual or illegal content, as well as any websites promoting violence or illegal activities. If Sprint Online suspects that the website contains this information, we reserve the right to temporarily remove the website until full investigation has taken place, at which point the website may be removed and the service will be immediately suspended. Sprint Online also has a legal duty to report events like this to the relevant authorities and will carry this duty out. 
6. Renewals of annual hosting is due on a yearly basis. The date of renewal will be annually from the date the website was first published. Sprint Online will not renew the website if the Client is unreachable. 
7. Renewal hosting charges must be received 14 days prior to the renewal date. Sprint Online retains the right to deactivate any website where the hosting has expired and/or has not been paid for. 
8. Sprint Online reserves the right to carry out technical changes to the website, if deemed appropriate and without notice to the Client if it does not affect the uptime of the website.
9. All websites, its content, domains and emails are hosted on one or a combination of the following three servers unless otherwise stated in writing:

1. Amazon Web Services – Seattle, Washington, United States of America 
2. Amazon Web Services – London, United Kingdom
3. Hostinger International – Amsterdam, Netherlands 

1. It is the responsibility of the Client to include a section about data transfers in the Client’s Privacy Policy. 

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6. DOMAIN

1. Domain names are registered on the behalf of the Client by Sprint Online on our domain name suppliers. The Client has legal ownership of the domain provided that payments are upkept. Failure to pay may result in loss of your domain. Domain names are transferable, with an agreed domain name provider. 
2. If a domain name is purchased through an alternative supplier, then the customer has responsibility in making sure the domain name renews. We will provide the DNS settings that the domain name needs to be forwarded to. 
3. Should the Client purchase their domain from an alternative supplier, and requires assistance with adjusting the DNS changes, we reserve the right to charge an additional fee of £45 per domain. 
4. Should the Client wish to move the domain away from Sprint Online to an alternative domain supplier, we reserve the right to charge an admin fee of £30 per domain.

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7. EMAILS

1. For every IMAP email address, we set up two devices free of charge as long as the relevant software is already installed on your device (we recommend Outlook on Windows and Mac, and either the native mail up or Gmail for Android and iOS). 
2. Any additional devices are charged at £15 per device.
3. Should the Client wish to move their emails away from Sprint Online to an alternative email supplier, we reserve the right to charge an admin fee of £75 per email account.

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8. SUPPORT

1. For websites hosted by us, for 14 days after the launch of the website, all changes are free of charge as long as they are covered by the quotation. 
2. After the initial 14-day period has passed, we offer 30 minutes of maintenance per month. Changes which take longer are charged to the Client at £75 per hour (minimum charge being one hour) or at the rate agreed in writing. 
3. Monthly rolling support packages are available to be purchased, starting at £200 per month.
4. If the Client’s website is using a CMS system, a 1-hour training is included with each website. Additional training sessions are available for £75 per hour (minimum charge being one hour).
5. For any issues with any of our services, please access our Knowledge Base (kb.sprintonline.co.uk). If the issue cannot be resolved using our support articles, please email support@sprintonline.co.uk. 

9. PAYMENT 

1. Sprint Online will only commence work on a project after the non-refundable deposit has been paid by the Client (charged at 25%, or at the rate agreed in writing). 
2. Sprint Online will only publish the website once full payment has been received from the Client (or, if applicable the first instalment) and the website has been approved (please see Clause 11.1) by the Client. 
3. Payment terms are to be agreed upon prior to quotation. If the Client has chosen a payment plan, and the payment is late, we reserve the right to temporarily suspend the website. The full fee will still be due from the Client. 
4. Where the Charges are calculated on a time and materials basis:

1. the Supplier's daily fee rates for each individual person as set out in the quotation are calculated on the basis of an eight-hour day, worked during Business Hours; 
2. the Supplier shall be entitled to charge an overtime rate of 25% of the daily fee rate set out in the quotation on a pro rata basis for any time worked by individuals whom it engages on the Services outside Business Hours; and
3. the Supplier shall ensure that every individual whom it engages on the Services completes time sheets to record time spent on the Services, and the Supplier shall indicate the time spent per individual in its invoices.

1. The Charges exclude the following which shall be payable by the Customer monthly in arrears, following submission of an appropriate invoice:

1. the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services; and
2. the cost to the Supplier of any materials or services procured by the Supplier from third parties for the provision of the Services as such items and their cost are approved by the Customer in advance from time to time.

1. The Supplier may increase the Charges on an annual basis with effect from each anniversary of the date of this agreement in line with the percentage increase in the Retail Prices Index in the preceding 12-month period, and the first such increase shall take effect on the first anniversary of the date of this agreement and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.
2. Sprint Online retains the right to charge for changing Direct Debit details. The charge for this is £5.
3. In addition to the fees set out in the quotation, Sprint Online retains the right to recover any additional costs incurred.  
4. Should payment not be received by the payment due date, Sprint Online reserves the right to charge the maximum statutory late payment fees available under The Late Payment of Commercial Debts (Interest) Act 1998.
5. In addition to clause 9.6, Sprint Online reserves the right to charge the maximum available statutory interest on the outstanding debt until payment has been received in full. 
6. All sums payable to the Supplier under this agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

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10. SEARCH ENGINE OPTIMISATION/MARKETING

1. Sprint Online cannot guarantee the website’s search engine ranking, appearance, or performance, although we work to Google guidelines to reach the best outcome. 
2. SEO and AdWords contracts have a minimum term of 3 months.
3. AdWords are charged in advance at an agreed budget and will run for a 30-day period unless otherwise agreed in writing. 

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11. CLIENT RESPONSIBILITIES 

1. The Client is expected to carry out sufficient research and checks before proceeding and giving us the “green light” of the website. This includes, but is not limited to, the content, images and claims made on the website. It is important that the business and website are legal; failure to comply could result in the website being shut. 
2. All images appearing on the website are the sole responsibility of the client. Should any legal issues or claims arise with regards to copyright, the client accepts full responsibility. 
3. The Client is required to obtain any necessary permissions, licenses or consent to give Sprint Online access to any and all information and digital property, or any other data, that is needed to allow Sprint Online to complete the project. Sprint Online accepts no responsibility for delay if these permissions, licenses or consent is not granted are not given at time of request.
4. Unless copywriting is included in the quotation, the Client is responsible for the provision of the website content. This content will not be proofread by Sprint Online and the Client assumes responsibility for all content, spelling and grammar of the content. 
5. If copywriting is included in the quotation, the Client is still responsible to proofread the content of the website to make sure all claims and the full content is 100% true. Sprint Online, nor the copywriter personally, will accept no responsibility for the content of the copy written. 
6. It is the responsibility of the Client to pay renewal invoices, whether with Sprint Online or another supplier. Sprint Online cannot be held responsible or will be liable for the loss of a domain if payments are not made.
7. Clients paying on a subscription charge are expected to upkeep the payments. Failure could result in the website and marketing being suspended or removed. Please see Clause 9.3 for more information. 

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12. INTELLECTUAL PROPERTY RIGHTS

1. The Customer continues to be the sole and exclusive owner of any materials, data, ideas, or inventions shared by the Customer with the Supplier during the term of this Agreement. The Supplier has no right to use this proprietary information except to render the services mentioned in this Agreement. Upon completion of the project, the Customer shall own the copyrights for all the deliverables but only when the payment is made in full.
2. In addition to any coded widgets, the coded SEO localised pages remain the intellectual property of Sprint Online.

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13. TRANSFERRING AWAY FROM SPRINT ONLINE

1. Should a client wish to move website away from Sprint Online, a £75 administrative fee will be charged which must be paid prior to the transfer. 
2. If the Client is paying installations for the website, the full fee may still be due to be paid for the design of the website.
3. The hosting, any unique coding, coded widgets, coded SEO localised pages and CMS system (including its content) cannot be transferred with the website.

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14. NON-SOLICITATION

1. The Customer shall not, without the prior written consent of the Supplier, at any time from the date of this agreement to the expiry of 36 months after the termination or expiry of this agreement, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Supplier in the provision of the Services.
2. Any consent given by the Supplier in accordance with 14.1 shall be subject to the Customer paying to the Supplier a sum equivalent to 25% of the then current annual remuneration of the Supplier's employee, consultant or subcontractor or, if higher, 25% of the annual remuneration to be paid by the Customer to that employee, consultant or subcontractor.

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15. DATA PROTECTION 

1. For the purposes of this 15, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
2. Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This 15 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.
3. Without prejudice to 15.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Supplier Personal Data and Customer Personal Data to the Supplier for the duration and purposes of this agreement.
4. Without prejudice to 15.2, the Supplier shall, in relation to Customer Personal data:

1. process that Customer Personal Data only on the documented instructions of the Customer unless the Supplier is required by Applicable Laws to otherwise process that Customer Personal Data (Purpose). Where the Supplier is relying on Applicable Laws as the basis for processing Customer Personal Data, the Supplier shall notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer on important grounds of public interest. The Supplier shall inform the Customer if, in the opinion of the Supplier, the instructions of the Customer infringe Applicable Data Protection Laws;
2. ensure that any personnel engaged and authorised by the Supplier to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
3. assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to the Supplier), and at the Customer's cost and written request, in responding to any request from a data subject and in ensuring the Customer's compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
4. notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data; 
5. at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the agreement unless the Supplier is required by Applicable Law to continue to process that Customer Personal Data. For the purposes of this 15.4(e), Customer Personal Data shall be considered deleted where it is put beyond further use by the Supplier; and
6. maintain records to demonstrate its compliance with this 15.

1. The Customer provides its prior, general authorisation for the Supplier to:

1. appoint processors to process the Customer Personal Data, provided that the Supplier:

1. shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on the Supplier in this 15;
2. shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Supplier; and
3. shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to the Supplier's reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Customer shall indemnify the Supplier for any losses, damages, costs (including legal fees) and expenses suffered by the Supplier in accommodating the objection.

1. transfer Customer Personal Data outside of the UK as required for the Purpose, provided that the Supplier shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of the Supplier, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).

1. Either party may, at any time on not less than 30 days' notice, revise this 15 (Data protection) by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

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16. CONFIDENTIALITY

1. Each party undertakes that it shall not at any time during this agreement, and for a period of two years after termination or expiry of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by 16.2.
2. Each party may disclose the other party's confidential information:

1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this 16; and
2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

1. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

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17. LIMITATION OF LIABILITY

1. In no event shall either Party be liable to the other party or any third party for any damages or any special, indirect, or consequential damages, that might result from any part of this Agreement such as, but not limited to, loss of profit, revenue, or failure in the delivery of services.

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18. TERMINATION

1. Either Party may terminate this Agreement if any Party fails to perform any of its obligations under this Contract or if a breach of any the warranties provided herein, and if such failure is not cured within 7 days (unless extended by the Party) after written notice to the Party at fault, the Parties shall be entitled to seek and obtain all remedies available to it in law.
2. Upon termination of this Agreement, the Supplier shall immediately deliver the Customer with any and all work in progress or completed prior to the termination date, and the Customer shall pay the Supplier the daily charge set out in the quotation for the completed services and/or deliverables provided prior to the date of termination.
3. In the event that a “Coming Soon” Landing Page has been published by Sprint Online, the Supplier reserves the right to charge £30 per month for the hosting of this landing page.
4. Sprint Online reserves the right to charge an early termination fee in addition to the charges outlined in clauses 18.2 and 18.3. The early termination fee is calculated at 10% of the whole project fee set out in the quotation. 

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19. OBLIGATIONS ON TERMINATION AND SURVIVAL

1. Obligations on termination or expiry

1. On termination or expiry of this agreement the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt; 

1. Survival

1. On termination or expiry of this agreement, the following clauses shall continue in force: 1 (Interpretation), 14 (Non-solicitation), 12 (Intellectual property rights), 16 (Confidentiality), clause 17 (Limitation of Liability), 19 (Consequences of termination), 22 (Waiver), 24 (Severance), 26 (Conflict), 28 (Governing law) and 29 (Jurisdiction).
2. Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

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20. FORCE MAJEURE

1. Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation:

1. acts of God, flood, drought, earthquake or other natural disaster;
2. epidemic or pandemic;
3. terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
4. nuclear, chemical or biological contamination or sonic boom;
5. any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition;
6. collapse of buildings, fire, explosion or accident; and
7. interruption or failure of utility service.

1. Provided it has complied with 20.3, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
2. The Affected Party shall:

1. as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
2. use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

1. If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 6 weeks, the party not affected by the Force Majeure Event may terminate this agreement by giving 4 weeks written notice to the Affected Party.

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21. ASSIGNMENT AND OTHER DEALINGS

1. This agreement is personal to the Customer and the Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
2. The Supplier may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this agreement. 

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22. WAIVER

1. A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
2. A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
3. A party that waives a right or remedy provided under this agreement or by law in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.

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23. RIGHTS AND REMEDIES

The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

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24. SEVERANCE

1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
2. If any provision or part-provision of this agreement is deemed deleted under 24.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

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25. ENTIRE AGREEMENT

1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

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26. CONFLICT

If there is an inconsistency between any of the provisions of this agreement and the provisions of the Schedules, the provisions of this agreement shall prevail.

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27. NO PARTNERSHIP OR AGENCY

1. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

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28. GOVERNING LAW

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

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29. JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

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