HUBPROACTIVE ‘HPA’ SaaS END USER LICENCE AGREEMENT
HubPro may modify this Agreement from time to time to reflect changes in, or requirements of the law or modifications or updates to the Services. HubPro will notify you if such a change materially affects your rights under this agreement. Changes will not apply retrospectively and, unless the change is required immediately for legal or security reasons, notice of the modified terms will be provided a reasonable period prior to the changes taking effect. The latest version of this Agreement will be available from our website www.hubproactive.co.uk. If you do not agree to be bound by this Agreement, our Policies or any subsequent modifications, you must stop using the Services (see Cancellation and Termination).
The definitions and rules of interpretation in this clause apply in this agreement.
Authorised Users: those employees and independent contractors of the Customer who are authorised to use the Services in accordance with this agreement.
Customer, You or Your: the company described in the Quotation.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information.
Customer Data: the data inputted into the information fields of the HubPro SaaS or documents stored in HubPro SaaS by the Customer, or by the Customer’s Authorised Users on the Customer's behalf.
Effective Date: the date of this agreement.
Fees: the fees payable to HubPro Ltd for the provision of the Services, as described in the Quotation and varied in accordance with the provisions of Clause 7.4
HPA (HubProActive) SaaS: the common name of the HubPro web based Software as a Service (SaaS) which is accessed through a secure portal and enables the Customer to:
- Upload, store and download documents
- Create records and share information
- Access and utilise a range of applications to manage task reminders and compliance checks
Maintenance and Support: any error corrections, updates and upgrades that HubPro may provide or perform with respect to the HPA SaaS as well as any other support or training services provided to the Customer under this agreement.
Accepted Quotation: Quotation provided by an approved HPA partner and adressed to the Customer; where the Agreement Confirmation has been signed for the provision of HPA SaaS Services, which shall form part of this agreement.
Services: the provision of an access portal to the HPA SaaS, to include a browser interface, secure access, storage and Back Up together with Maintenance and Support as applicable.
Malware : any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.1 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
1.5 A reference to writing or written includes communication by electronic transmission or similar means.
1.6 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.
1.7 A reference to a statute or statutory provision is a reference to it as amended or re-enacted at the relevant time.
2. HubProactive licence and use of the services
2.1 Scope of the Licence. In consideration of the payment of the Fees, HubPro Ltd hereby grants to you, the Client a non-exclusive, non-transferable, right to use the Services solely for your own use as permitted by this agreement. The rights provided under this clause 2.1 are granted to you only, and shall not be considered granted to any subsidiary or holding company of you, the Client; The licence to use the Services is provided on a term, paid-subscription basis which will terminate at the end of the paid-subscription term (unless terminated earlier in accordance with Clause 10 if the subscription is not then renewed on HubPro’s terms and conditions prevailing at the time of renewal).
If either party wishes to change or modify the Services, or the manner in which they are performed, the party proposing the change will submit a request in writing to the other party. Unless and until any change has been agreed in writing by both parties the Services shall be provided in accordance with the provisions contained in the Quotation.
2.2 Limitations on your rights of use.
You shall not:
(a) attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of the HPA SaaS except to the extent expressly set out in this agreement or as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or
(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the HPA SaaS except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or
(c) access all or any part of the Services in order to build a product or service which competes with the Services; or
(d) use the Services to provide services to third parties; or
(e) transfer, temporarily or permanently, any of its rights under this agreement, or
(f) attempt to obtain, or assist third parties in obtaining, access to the Services.
3. Access to and use of the Services
3.1 In relation to Authorised Users:
(a) your access to the Services shall be limited to the number of individual Authorised Users set out in the Accepted Quotation, being employees or independent contractors of you,the Client;
(b) additional Authorised Users may be added from time to time and must be agreed in writing (email or helpdesk ticketing system is acceptable) by the two parties;
(c) you shall maintain a written list of current Authorised Users of the Services, and provide such list to HubPro as may be reasonably requested by HubPro from time to time;
(d) you shall use all reasonable endeavours (including secure password policies, Two-Factor Authentication and access control) to prevent any unauthorised access to, or use of, the Services and notify HubPro promptly of any such unauthorised access or use.
3.2 Restrictions on Access to Services. Your authorised users shall only access the Services through the interfaces and protocols provided or authorised by HubPro. You agree your authorised users will not access the Services through unauthorised means, such as unlicensed software clients.
3.3 Storage restrictions. If you exceed the storage limit for the service plan you have purchased, e.g. 10GB for the Essential Plan, you will not be able to add additional files or records unless you purchase additional storage, or you will need to remove files to free up storage space. We calculate whether you have reached the storage limits for the service plan you elected, based upon the greater of the storage amount shown maintained by HubProActive.
3.4 Compatibility with the HubProActive Software. You are responsible, at your own expense, for all computers, telecommunication equipment, software, access to the Internet, and communications networks required to use the Services. HubPro is not responsible for any delays or failures in the Services due to a failure of any computers, telecommunication equipment, software, access to the Internet, or communications networks necessary to use the Services outside its control.
3.5 Technical Support Services. Except as described otherwise in paragraph (3.6) below, HubPro will provide technical support during office hours (9am – 5pm) via the Helpdesk email and the Helpdesk portal. Telephone support will be provided as per the your chosen plan. You will be required to provide as much information as possible to aid HubPro’s investigation into any issues or problems. By utilising HubPro’s Technical Support Services, you grant HubPro permission to access your portal, if necessary, to resolve the issue. You agree and understand that in order to resolve an issue; HubPro may require access to your data held in the HubProActive software. Wherever this is necessary, HubPro will advise you and request your permission first.
3.6 Ineligibility for Technical Support. HubPro will not provide Technical Support Services if:
(a) You are in breach of this Agreement; or
(b) the need for Technical Support Services is due to:
(i) your failure to operate the HubProActive Software within the systems requirements provided to you;
(ii) any modification or attempted modification of the HubProActive Software by you or your authorised users or any third party outside of HubPro’s control; or
(iii) your failure or refusal to implement HubProActive changes recommended by HubPro.
4. Modification and Updates of the Services
HubPro may, from time to time, change the Services and any aspect or feature of the Services if considered necessary for security or legal reasons, to ensure the operability of the Services, to reflect advancements in technology or to enhance the features we are able to offer to our clients. You hereby consent to automatic updates to the Services.
If HubPro modifies the Services in a material way, we will provide you with advance notice of the changes so you have an opportunity to stop using the Services and cancel your account. In accordance with our Cancellation and Termination provisions (clause 10).
5. Your Client Data
You shall own all rights, title and interest in and to all of your Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of your Data.
In the event of any loss or damage to your Data, your sole and exclusive remedy shall be for HubPro to use reasonable commercial endeavours to restore the lost or damaged Data. HubPro shall not be responsible for any loss, destruction, alteration or disclosure of your Data caused by any third party.
6. HubPro's Obligations
6.1 HubPro undertakes that the Services will be performed substantially in accordance with the Accepted Quotation and with reasonable skill and care.
6.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to HubPro’s instructions or modification or alteration of the Services by any party other than HubPro. If the Services do not conform with the foregoing undertaking, HubPro will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 6.1. Notwithstanding the foregoing, HubPro does not warrant that your use of the Services will be uninterrupted or error-free.
6.3 HubPro monitors the performance of the Software and may decide to make changes and upgrades to the provision of Services to the your benefit. Hubpro undertakes to give reasonable advance notice and use reasonable endeavours to minimise the effect that such changes will have on the your use of the Services.
6.4 You acknowledge that there may be occasions where the Services needs to be accessed to provide you with technical support. In such instances HubPro shall take all reasonable efforts to obtain yout permission to do so prior to accessing the Services.
6.5 This agreement shall not prevent HubPro from entering into similar agreements with third parties, or from independently developing, using, selling or licensing materials, products or services which are similar to those provided under this agreement..
7. Your Client obligations
7.1 You shall:
(a) provide HubPro with:
(i) all necessary co-operation in relation to this agreement; and
(ii) all necessary access to such information as may be required by HubPro;
in order to provide the Services including but not limited to your Data, security access information and software interfaces to your other business applications;
(b) provide such personnel assistance as may be reasonably requested by HubPro from time to time.
(c) comply with all applicable laws and regulations with respect to its activities under this agreement.
(d) use reasonable security precautions in relation to the use of the Services and shall abide by the Acceptable Usage Policy 7.2. You acknowledge that all internet use is subject to security vulnerabilities and that a security breach could have implications for both parties.
(e) have sole responsibility for controlling user access through an adequate Access Control Policy and Secure Password Policy.
7.2 Acceptable Usage Policy:
You warrant and undertake that you will not by yourself or with others:
(a) use the Services for unlawful activity in the United Kingdom or any other country where the Services is used or accessed;
(b) knowingly or recklessly upload, store, link to or transmit, or permit third party users to upload or transmit:
(i) any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities;
(ii) any material containing a virus or other hostile computer programme;
(iii) upload, store or link to any material that constitutes or encourages a criminal offence, gives rise to civil liability or infringes the intellectual property rights of third parties.
7.3 HIPAA Disclaimer. You are solely responsible for compliance with all applicable laws governing the privacy and security of personal data, including medical or other sensitive data. You acknowledge that HubPro Ltd makes no claims to the effect that the Services are appropriate for the storage or control of access to sensitive data, such as information about children or medical or health information. HubPro does not control or monitor the information or data you store on, or transmit through, our Services. The decision on what data can be stored in HubProActive is solely down to you, the Client.
8. Term and automatic renewal Charges and payment
8.1 Initial Term and Automatic Renewal. The initial term of the Services is:
(a) in respect of the your service plan, the initial period you have chosen to pay for is based on the Fees section of your Accepted Quotation at the time you purchased the Services with a minimum contract of twelve months.
After the initial period the Services will automatically renew on a monthly basis unless a longer term is agreed. If you do not want the initial term to renew you must cancel before the end of the Initial Term giving 90 (ninety) days notice or else you will be charged in accordance with paragraph 9 (Pricing, Billing and Payment). After the initial Term the notice period is one calendar month from the last payment date.
The Initial Term and any Renewal Terms shall be collectively referred to as the “Term.”
8.2 Monthly Subscriptions. All monthly subscriptions will renew automatically each month on the 1st of the month until you cancel your account in accordance with 8.1.
8.3 Discount Promotions. If you receive a discount promotion on the Initial Term the Services will automatically renew at the then current non-discounted price listed in our HPA Pricing Plan document.
9. Pricing, Billing and Payment
9.1 Pricing. Prices increase annually in line with inflation to a maximum of 2%. HubPro may change plans and pricing structure from time to time to take account of additional features. Price changes only take effect on renewal of your service plan and will apply for the duration of the Renewal Term. HubPro will provide you with reasonable notice of the new price before charging. It is your responsibility to periodically review your account and ensure yout contact information with HubPro is up to date for receipt of notices.
9.2 Billing Process. HubPro service charges will be calculated based on the service plan you have chosen. The Services purchased from HubPro are billed on a monthly basis, the Client will be billed in full month increments in advance.
9.3 Payments. You agree to pay HubPro during the Initial Term or each month in advance as applicable depending on the choice of service plan, all fees for the Services, as set forth in the Fees
section of the Accepted Quotation at the time of ordering the Services. Prior to expiry of the your Initial Term, you will receive notice of the amount of fees due for the subsequent term (monthly or otherwise) via a Renewal Notice sent to you by email. Your direct debit mandate will be updated accordingly. You agree, and authorise HubPro to automatically take the payment through direct debit for each month unless you cancel the Services. All fees will be taken on the first of each month. If, for any reason, HubPro has not received payment within five days after the due date, and without prejudice to any other rights and remedies of HubPro:
(a) HubPro shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
9.4 You are responsible for ensuring your billing information with HubPro is accurate.
9.5 The Fees stated in the Accepted Quotation are exclusive of value added tax, which shall be added to HubPro’s invoice(s) at the appropriate rate.
10. Cancellation and Termination
10.1 If you choose to cancel your account. You may cancel the Services at any time after the initial term has expired. You may also cancel the Services during the initial term where there is a change to the Services or this Agreement which you do not agree with by notifying us in writing. If you choose to exercise this right to cancel, you will be entitled to a refund as follows:
(a) if you choose to leave as a result of a change to the Services or this Agreement which adversely affects you and which you do not agree with, you will receive a prorated refund of any fees already paid for full months of Services not yet rendered (including fees paid for additional services).
(b) if you do not want to continue to use the services after the Initial Term you must cancel the contract by giving 90 (ninety) days notice before the end of the Initial Term or else you will be charged in accordance with paragraph 9 (Pricing, Billing and Payment). After the initial Term the notice period is one calendar month from the payment date.
10.2 Termination by HubPro. HubPro may suspend or terminate your Services if HubPro reasonably believes that (i) you are in breach of HubPro’s License and Use of the Services, Prohibited Persons and Intellectual Property sections or if you are in material breach of any other section of this Agreement or our Policies; or (ii) if your continued use of the Services may damage, disable or impair our servers or networks. Such termination may be immediate and without notice. You are not eligible for a refund of any amounts paid if HubPro terminates your account in accordance with this paragraph 10.2.
10.3 Effects of Cancellation or Termination. If you cancel your account, you will have 14 days after the date of termination in which to retrieve your data if you do not want to lose it (see 10.5) If HubPro terminates your account under 10.2 you will have 14 days to remove your data from the date of termination. Upon expiry of the cancellation or termination period: (i) you shall immediately cease any and all use of the Services; and (ii) the Client will not have access to or be able to retrieve any remaining data.
10.4 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this agreement on the due date for payment;
(b) and remains in default not less than ten days after being notified in writing to make such payment;
(c) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so;
(d) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
(e) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(f) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(g) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(h) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
(i) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(j) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(k) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
10.5 On termination of this agreement for any reason under 10.4:
(a) all licences granted under this agreement shall immediately terminate;
(b) you shall retain restricted access to the HPA SaaS for a period of fourteen (14) working days after the date of termination solely for the purpose of enabling you to remove downloadable documents;
(c) unless we are required by law to retain your data for a longer period, HubPro will disable your profile and place your profile and data in the queue for deletion, after approximately 30 working days of the date of termination in accordance with the terms of this Agreement. Your profile and data will be permanently deleted no later than 90 days after the date of termination.
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
11. Backup of HubProActive.
11.2 Storage and Export of Backup Data. By using the Services, you freely and specifically give HubPro your consent to export the Backup of your Data to a data centre within the EU or UK.
12. Proprietary rights
12.1 You acknowledge and agree that HubPro owns all intellectual property rights in the Services and HPA SaaS. Except as expressly stated herein, this agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or HPA SaaS.
12.2 HubPro confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
13.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party; or
b) was in the other party's lawful possession before the disclosure; or
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
13.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
13.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
13.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
13.5 HubPro acknowledges that your Data is the Confidential Information of you, the Client.
13.6 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
13.7 The above provisions of this clause 13 shall survive termination of this agreement, however arising.
14. Limitation of liability
14.1 This clause sets out the entire financial liability of HubPro (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client:
(a) arising under or in connection with this agreement;
(b) in respect of any use made by you of the Services, or any part of them; and
(c) in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
14.2 Except as expressly and specifically provided in this agreement:
(a) you assume sole responsibility for results obtained from the use of the Services by the you, and for acts or omissions as a consequence of such use. HubPro shall have no liability for any damage caused by errors or omissions in any information, instructions provided by the you in connection with the Services, or any actions taken by HubPro at your direction; and
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement.
14.3 Nothing in this agreement excludes the liability of HubPro:
(a) for death or personal injury caused by HubPro’s negligence; or
(b) for fraud or fraudulent misrepresentation.
14.4 Subject to clause 14.3:
(a) HubPro shall not be liable whether in tort, contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this agreement; and
(b) HubPro’s total aggregate liability in contract, tort, misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the price paid for the Services during the twelve (12) months preceding the date on which the claim arose.
15. Force majeure
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the HubPro or any other party), failure of a utility service or transport or telecommunications network or the internet, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of HubPros or sub-contractors. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for [six] months, the party not affected may terminate this agreement by giving [30 days'] written notice to the other party.
16.1 A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
16.2 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
17. Rights and remedies
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
18.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body
of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
18.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
19. Entire agreement
19.1 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.
19.2 Each party acknowledges that in entering into this agreement it does not rely on[, and 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.
19.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
19.4 Nothing in this clause shall limit or exclude any liability for fraud.
20.1 You shall not, without the prior written consent of HubPro, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
20.2 HubPro may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
21. No partnership or agency
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, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
23. Third party rights
This agreement does not confer any rights on any person or party (other than the parties to this agreement and (where applicable) their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
24.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in the Quotation, or such other address as may have been notified by that party for such purposes.
24.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
25. Governing law
This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.
The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).