OnePlan Software Limited – Terms & Conditions

1. These Terms

1.1 These are the terms and conditions on which we supply our software and services to you.

1.2 We are OnePlan Software Ltd, a company incorporated and registered in England and Wales with company number 11526440 and our registered office is at 166 Lord Street, Southport, Merseyside PR9 0QA

1.3 For the avoidance of doubt, references in these terms to “you” are to your business (the company or organisation with which we contract under these terms, as stated in the relevant CRF Contract) and not to any individual within your business. References to a party or parties are to you or us (or both), as the context requires.

2. Definitions and Interpretation

2.1 The definitions and rules of interpretation in this clause 2 apply to the Contract.

2.2 Authorised Users has the meaning given in clause 9.1.

2.3 Business Day means a day other than a Saturday, Sunday, or public holiday in England.

2.4 Contract Agreement means our contract with you, consisting of these terms and any CRF accepted by you in accordance with clause 3.1.

2.5 Contract Commencement Date meaning the date of your approved CRF in accordance with clause 3.1 or as above

2.6 Contract Year means the period of 12 months starting on the Contract Commencement Date that the Contract begins (as defined with clause 2.5 or on any anniversary of that date subsequently.

2.7 Data Protection Legislation means the Data Protection Act 2018, the General Data Protection Regulation ((EU) 2016/679) and any other data protection legislation applicable in the UK from time to time, and terms in clause 13 shall, unless the context otherwise requires, have the respective meanings given to them in the Data Protection Legislation.

2.8 Insolvency Event means, in respect of a party, an order is made or a resolution passed for the winding up of the party, or the party goes into liquidation, or an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the party’s assets, or the party makes an assignment for the benefit of or composition with its creditors generally, or any event occurs or proceedings are taken with respect to the party which have an effect equivalent or similar to any of the foregoing matters, or the party suspends or threatens to suspend payments of its debts, or the party is unable to pay its debts as they fall due, or the party ceases or threatens to cease to carry on all or a substantial part of its business.

2.9 OnePlan Suite means the OnePlan suite of software for the domiciliary care and care home sector, including the Android application for handset users (the OnePlan App) and the website service for office users (the OnePlan Software), and including any and all upgrades, versions, patches or other modifications of the same.

2.10 Personal Data means any personal data (as defined in the Data Protection Legislation) processed by us on your behalf under or in connection with the Contract.

2.11 CRF means the Customer Requirement Form which we will provide you with, detailing the proposed Services, number of licences, any other components, and details of associated charges that you will incur. Following your review and signature your account will then be accepted. This CRF in addition to these terms then forms the basis of your contract with us. From time to time, you may wish to amend your services for example to increase the number of licences, we may as appropriate at our discretion, issue a new CRF for your review and acceptance or increment the existing.

2.12 Services means Software Services

2.13 Service Commencement Date meant the later of (a) the Contract Commencement Date and (b) the date on which we deliver to you and/or provision for your use, access to the OnePlan Suite.

2.14 Software Documentation means any documentation or information that we provide to you in writing in connection with your use of the OnePlan Suite.

2.15 Software Minimum Term means the period of 12 months from and including the later of (a) the Contract Commencement Date and (b) the date on which we deliver to you and/or install/provision for your use of the scope of services under the OnePlan Suite. Unless terminated in accordance with clause 16, this contract will automatically renew on the anniversary of its Commencement Date. Any additional services i.e., additional user licences, added with your agreement during the Software Minimum Term will also automatically renew at this time. Any services no longer required by you (i.e., a reduction in user licences) during the Software Minimum Term will only be removed from the contract at the time of this renewal. Software Services has the meaning given in clause 10.1.

2.16 VAT means value added tax or any equivalent tax applicable in the UK from time to time.

2.17 Clause headings shall not affect the interpretation of these terms.

2.18 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality.

2.19 Unless the context otherwise requires:

• 2.19.1 words in the singular shall include the plural and, in the plural, shall include the singular; and

• 2.19.2 a reference to one gender shall include a reference to the other genders.

2.20 The Contract shall be binding on, and ensure to the benefit of, the parties to the Contract and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.

2.21 A reference to a statute or statutory provision is a reference to it as amended, extended or re- enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.

2.22 A reference to writing or written includes email.

2.23 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

2.24 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.

3. Our Contract with you

3.1 Following your initial enquiry, we shall provide you with a non-binding quote for the requested products. The Contract shall only be formed between us once you have signed the CRF or by the Commencement of the Service provided under the Contract.

3.2 Where we provide any Services under the Contract, the provision of such Services shall commence on the date specified on the CRF (or, otherwise, on the date that the Contract begins in accordance with clause 3.1.

3.3 We shall supply to you the products (including goods, services and/or digital content, as applicable) as set out in the CRF that forms part of our Contract, and you shall take and pay for such products, in accordance with the Contract.

3.4 Except where otherwise expressed in clause 3.5 below, all of these terms shall apply to the Contract.

3.5 Clauses 4 to 10 inclusive apply only in respect of any Software CRF that we have accepted in accordance with clause 3.1 and:

4. OnePlan Suite Licence

4.1 In consideration of and subject to your payment of the charges set out in the Software CRF, we hereby grant to you a revocable, non-exclusive, non-transferable licence to use, and to permit your Authorised Users to use, the OnePlan Suite and Software Documentation for the duration of the term of the Contract, solely for your internal business operations, in accordance with the Contract.

4.2 The licence granted under clause 4.1 is subject to you and your Authorised Users complying with your obligations under the Contract. You are solely responsible and liable for the use of the OnePlan Suite and Software Documentation by your Authorised Users.

4.3 We may from time to time and with your approval, supply to you third party products and services in connection with the OnePlan Suite. Use of any third-party products and services is at your sole risk and may be subject to licences granted by the third party, which you must comply with. We make no representation or warranty and shall have no liability whatsoever in respect of the suitability, performance (or failure to perform), conformation to any specification or your use of any such third-party products or services

4.4 You acknowledge and agree that all title and rights, including all intellectual property rights, in the OnePlan Suite, Software Documentation and Software Services belong and shall belong to us or our partners or licensors (as the case may be) and you shall have no rights to, under or in the OnePlan Suite, Software Documentation or Software Services other than as expressly set out in the Contract.

4.5 We confirm that we have all the rights in relation to the OnePlan Suite, Software Documentation and Software Services that are necessary to grant all the rights we purport to grant under, and in accordance with, the Contract.

5. OnePlan Suite Acceptable Use

5.1 The OnePlan Suite must always be used in accordance with the Software Documentation and the Contract.

5.2 You shall:

• 5.2.1 keep all passwords and login details confidential;

• 5.2.2 use all reasonable endeavours to prevent any unauthorised access to, or use of, the OnePlan Suite or Software Services (and, in the event of any such unauthorised access or use, promptly notify us); and

• 5.2.3 take and/or implement all reasonable security measures in connection with your use of the OnePlan Suite and Software Services, including in relation to information security.

5.3 You shall not:

• 5.3.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Contract, attempt to:

5.3.1.1 use, copy, modify, duplicate, adapt, vary or create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the OnePlan Suite, Software Documentation or Software Services in any form or media or by any means; or

5.3.1.2 reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the OnePlan Suite, Software Documentation or the Software Services;

• 5.3.2 access all or any part of the OnePlan Suite or the Software Services in order to build a product or service which competes with the OnePlan Suite or the Software Services;

• 5.3.3 use the OnePlan Suite or the Software Services to provide services to third parties who are not Authorised Users;

• 5.3.4 except to the extent expressly permitted under the Contract, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the OnePlan Suite, Software Documentation and/or the Software Services available to any third party except the Authorised Users;

• 5.3.5 attempt to obtain, or assist third parties in obtaining, access to the OnePlan Suite, Software Documentation and/or the Software Services, other than as provided under the Contract; or

• 5.3.6 attempt to use the OnePlan Suite App (or any Mobile Equipment on which it is installed) in an unsafe manner, such as while driving or otherwise operating a motor vehicle.

6. OnePlan Suite warranties

6.1 We warrant that the OnePlan Suite will perform substantially in accordance with the Contract provided that it is properly used on the recommended hardware configuration and always in accordance with the Software Documentation and with the Contract. We make no representation or warranty that the OnePlan Suite will conform with any specification not set out in the Contract.

6.2 The warranty in clause 6.1 is void if the failure of the OnePlan Suite is the result of:

• 6.2.1 any modification, variation, or addition (not performed by us);

• 6.2.2 any accident, abuse, corruption, or incorrect use of the OnePlan Suite or of any hardware device, including use of the OnePlan Suite in contravention of the Contract and use of any hardware device or equipment in contravention with the manufacturer’s instructions or guidance;

• 6.2.3 use of the OnePlan Suite with or in conjunction with other equipment or software which is not supplied or supported by us;

• 6.2.4 the installation or use of, or access to, any software, application or website which is not supplied or supported by us, on the same device that you use to access the OnePlan Suite; or

• 6.2.5 improper, inadequate, or unauthorised installation, maintenance, or storage.

6.3 If the OnePlan Suite does not conform with the warranty in clause 6.1, your sole exclusive remedy will be for us to, at our sole option:

• 6.3.1 replace the OnePlan Suite with software which does conform with the warranty in clause 6.1; or

• 6.3.2 refund the charges actually paid for the OnePlan Suite (as set out in the relevant Software CRF) in respect of the period starting on the date that you notify us in writing that the OnePlan Suite did not conform with the warranty in clause and ending on the date of payment of the refund (pro-rated per day)

6.4 We shall use reasonable endeavours to ensure that the OnePlan Suite is always available to you, except in the case of scheduled maintenance (provided that we will use reasonable endeavours to give you advance notice of scheduled maintenance and to minimise any disruption to your use of the OnePlan Suite).

6.5 We make no representation or warranty that your use of the OnePlan Suite, Software Documentation or Software Services will be uninterrupted, error-free, or completely secure, nor that the OnePlan Suite, Software Documentation or Software Services and/or the information or data obtained by the Customer through the OnePlan Suite, or Services will meet any requirements not set out in the Contract or the Base Specification.

6.6 In order to access the entire functionality of the OnePlan Suite, you must ensure that you have full internet access through a GPRS, 3G, 4G or Wi-Fi connected device. The warranty in clause 6.1 does not apply, and we will not be liable to you in any circumstances, in respect of any failure, non-performance or non-conformance of the OnePlan Suite on any device during any period where such device does not have full internet access.

7. OnePlan App

7.1 Where you use the OnePlan App on any mobile hardware device, you must:

• 7.1.1 at your own expense and at all times keep such device in good condition and working order, properly serviced and maintained, and make no alteration or remove any existing components of the device; and

• 7.1.2 use such device in a skilful and proper manner and in accordance with any operating instructions and/or guidelines issued to you by us and/or the manufacturer and ensure that such device is only used by properly trained personnel.

7.2 In order to ensure maximum functionality of the OnePlan App, we recommend that you use the OnePlan App on Mobile Equipment that we or our partners may supply to you. On request, and subject to payment of the relevant charges set out in the Purchase Order, we may approve you to use the OnePlan App on your own device. We give no warranty that the OnePlan App will be operable with any devices not approved by us. All devices must be registered with us before you may use the OnePlan App on them, and it is your responsibility to ensure that those devices are updated with the latest versions of their operating systems and are compatible to use the app. OnePlan will at its discretion and timing and with reasonable notice withdraw support for legacy release versions of operating software

8. Software Maintenance

8.1 You acknowledge and agree that any part of the OnePlan Suite, Software Documentation and/or the Software Services may be amended from time to time during the term of the Contract, provided that where any such changes substantially adversely affect your use of the same, we will endeavour to give you reasonable notice of such change.

8.2 We may at our sole discretion develop and issue patches, updates, upgrades, new versions and/or any other modifications of the OnePlan Suite from time to time. Details of any modifications, and instructions for using any modified features of the OnePlan Suite, will be made available upon release of the modification in the change log within the OnePlan Suite. Where necessary, we may issue updated versions of the Software Documentation to reflect such modifications. Unless otherwise expressed in the Contract, we reserve the right to charge additional fees for the use of any such modification.

8.3 Where any modification of the OnePlan Suite is issued to you, you must install or otherwise implement such modification immediately, and you must read the information set out in the change log in the OnePlan Suite upon such installation or implementation. Your failure to do so will void any warranty given by us under the Contract in respect of the OnePlan Suite, Software Documentation and/or Software Services.

9. Authorised Users

9.1 You may permit any number of your employees (or, with our prior written consent, other individuals) (Authorised Users) to use the OnePlan Suite, Software Documentation and Software Services, under the licence granted in clause 4.1, in accordance with and subject to this clause 9.

9.2 The number of Authorised Users using the OnePlan Software at any one time shall not exceed the number of licences for the OnePlan Software purchased under the relevant Software CRF.

9.3 The number of Authorised Users using the OnePlan App at any one time shall not exceed the number of licences for the OnePlan App purchased under the relevant Software CRF.

9.4 You shall ensure that the Authorised Users use the OnePlan Suite, Software Documentation and Software Services in accordance with the Contract and you shall be responsible for any Authorised User’s breach of the Contract. Where applicable, an obligation on you in the Contract includes an obligation to procure that your Authorised Users comply with such obligation.

9.5 You shall ensure that Authorised Users are properly and fully trained in the use and operation of the OnePlan Suite (and any hardware devices on which it is operated) and the Software Services, and it is your responsibility to request and purchase from us appropriate training and support services to enable you and your Authorised Users to comply with this clause 9.5.

10. Software Services

10.1 We may agree under the Contract to provide you with services in connection with the OnePlan Suite, including installation, training, support services and bespoke modifications of the OnePlan Suite (the Software Services), in consideration of and subject to your payment of the relevant charges set out in the Software CRF.

10.2 We may, at our discretion, offer some training services to new customers free of charge, but any further training requirements and other services, including face to face visits, will be subject to additional charges. For the avoidance of doubt, we will not provide any training, support, or other services that are not set out in the relevant CRF.

10.3 Please contact us for further information about the Software Services that we offer.

11. Services

11.1 Except where otherwise expressed in the Contract, we will provide the Services during normal business hours (9:00am to 5:00pm on any Business Day).

11.2 We warrant that we shall supply the Services to you with reasonable skill and care and in accordance with any specification agreed between us in writing prior to performance. We reserve the right to amend any such specification if necessary to comply with any applicable law, or if the amendment will not materially affect the nature or quality of the Services, and we shall notify you in any such event.

11.3 We shall use reasonable endeavours to provide the Services to you on the date agreed between us.

12. Invoices and payment

12.1 All sums referred to in the Contract, whether in these terms, in any CRF or otherwise notified by us to you, are exclusive of VAT (which, where applicable, shall be payable in addition to and at the same time as such sums).

12.2 Any invoices or other communications requesting payment that we send to you in connection with the Contract are due and payable within 7 days of the date of such invoice or communication.

12.3 Where any CRF includes monthly charges, we will continue to take (or request, as applicable) payment from you of such charges monthly unless and until the Contract is terminated in accordance with clause 16. We will not refund to you any sums paid (or any part of such sums) in respect of any period after the date of termination or expiry of the Contract, and it is your responsibility (if you so require) to ensure that the date of termination or expiry coincides with the end of the period in respect of which you have paid any sums to us.

12.4 Unless otherwise agreed, we will take payment from you in all cases by direct debit (via GoCardless). All Monthly payments will be taken 1st Monthly in advance.

12.5 Where any amount due to us under the Contract remains unpaid after the due date for payment, we shall charge to you and you shall pay interest on such overdue amounts at the rate of 5% above the base rate from time to time of Barclays Bank Plc (or at the rate of 5% during any period where such base rate is below 0%), such interest shall accrue daily from the date that the amount becomes overdue until the date that we receive payment from you.

13. Data Protection

13.1 Both parties will (and will procure that any of their respective directors, officers, employees, permitted agents, licensees and contractors will) comply with all applicable requirements of the Data Protection Legislation. The Contract is in addition to, and does not relieve, remove or replace, either party’s obligations under the Data Protection Legislation.

13.2 In respect of Personal Data, you are the data controller, and we are a data processor acting on your behalf. Our processing of Personal Data under the Contract shall be limited to the duration of the term of the Contract and as follows:

Subject matter. Our provision to you of the OnePlan Suite and any associated services or products including the Services and Mobile Equipment.

Nature. To the extent necessary in connection with our performance under the Contract: collection, recording, storage, access, retrieval, structuring and filing including in an organised database, combination with other data and disclosure by transmission to the third parties that we work with to provide our software and services.

Purpose. To facilitate your use of the OnePlan Suite (in particular its data entry and management capabilities); to provide you with training and support in relation to the OnePlan Suite and to manage our business relationship generally. We will collect information from you about your employees via a password-protected spreadsheet, sent by email, in order to add such information to your account on the OnePlan Suite.

Types of Data. Data relating to your clients that you enter into the OnePlan Suite may include special categories of personal data, in particular relating to health (including medical records and other health-related information). Other data relating to your clients and other data subjects may include basic personal information and contact details, working habits and location of your employees, payment or bank account details, identifiers including national insurance numbers and IP addresses as well as any other data that you provide to us.

Categories of data subject. Your clients, employees, affiliates and other contacts, and any other individuals whose personal data you provide to us.

Recipients. OnePlan Software and UK based reputable third-party hosting service providers.

13.3 You will:

• 13.3.1 ensure that you have in place all necessary appropriate legal bases, consents (if required), notices and policies to enable the lawful transfer of Personal Data to us under the Contract;
• 13.3.2 ensure that all Personal Data transferred to us or entered into the OnePlan Suite by or on behalf of you is accurate and up to date;
• 13.3.3 not instruct us to undertake any processing activity that does not comply with the Data Protection Legislation;
• 13.3.4 not knowingly or negligently do or omit to do anything which places us in breach of our obligations under the Data Protection Legislation; and
• 13.3.5 indemnify us (to the fullest extent permitted by law) against any claim, loss, damage, expense or fine arising under the Data Protection Legislation that we incur caused by your actions or omissions (unless such action or omission is specifically requested by us).

13.4 We will:

• 13.4.1 process Personal Data only on your written instructions (which comprise these terms, any instructions that you give to us directly or indirectly by entering data into and using the OnePlan Suite, and any other instructions that you give to us in writing), save where otherwise required by law in which case we will notify you of such requirement prior to such processing, unless prohibited from doing so by such law;
• 13.4.2 transfer Personal Data outside the EEA only where the European Commission has adopted a decision that the recipient country ensures an adequate level of protection or where we provide appropriate safeguards and ensure the availability for data subjects of enforceable data subject rights and effective legal remedies;
• 13.4.3 obtain a commitment of confidentiality from any person we allow to process Personal Data;
• 13.4.4 engage third parties to process Personal Data on our behalf only as permitted under these terms or otherwise with your prior agreement, and always on contractual terms no less restrictive than this clause 13;
• 13.4.5 implement appropriate technical and organisational measures to (a) ensure an appropriate level of security of Personal Data; and (b) assist you to respond to requests for exercising data subjects’ rights;
• 13.4.6 assist you to comply with your obligations in respect of any personal data breach (including notification of the same to the supervisory authority and/or data subjects);
• 13.4.7 make available to you all information reasonably necessary to demonstrate compliance with this clause 13; and
• 13.4.8 on termination or expiry of the Contract (however caused), we reserve the right to delete your data after 90 days with no recourse to ourselves. Subject to discussion and your agreement and acceptance of any associate costs, we may be able to offer a range of alternate options, for example – providing ongoing chargeable access to your data.

14. Confidentiality

14.1 Where we disclose to you, directly or indirectly, any confidential or proprietary information (however recorded or preserved and in any form or medium), whether before or after the date of the Contract, you undertake to:

• 14.1.1 keep such information secret and confidential;
• 14.1.2 not use or exploit such information without our prior written consent; and
• 14.1.3 disclose such information only on a confidential basis to such of your officers and employees to which disclosure is reasonably necessary in order for you to fulfil your obligations under the Contract.

14.2 For the purposes of this clause 14, information shall be deemed to be confidential if it relates to our business, affairs, customers, clients or suppliers or if it would otherwise be regarded as confidential by a reasonable businessperson.

15. Limitation of liability

15.1 Nothing in the Contract shall limit or exclude the liability of either party for:

• 15.1.1 death or personal injury caused by negligence;
• 15.1.2 fraud or fraudulent misrepresentation;
• 15.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
• 15.1.4 any other liability which cannot be excluded under English law.

15.2 Subject to clause 15.1, we shall have no liability whatsoever to you for:

• 15.2.1 any indirect or consequential loss or for any loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, or loss of or damage to goodwill;
• 15.2.2 any loss or damage arising out of or in connection with any usage of the OnePlan Suite, Software Documentation or Services which is not in accordance with the Contract.

15.3 Subject to clause 15.1, our total liability to you (whether in contract, tort (including negligence), breach of statutory duty or otherwise arising in connection with the Contract) in respect of all breaches occurring within any Contract Year shall not exceed the total amount of the sums actually paid by you to us under the Contract during that Contract Year.

16. Suspension and termination

16.1 If you fail to pay for services provided under the Contract on or within 7 working days of the due date for payment any amount due to us under the Contract, , we reserve the right to suspend your access to the OnePlan Suite and our provision of any Services to you (without incurring any liability whatsoever to you) until such time as outstanding amounts are paid in full and/or the Contract is terminated in accordance with this clause 16.

16.2 You may terminate these Terms at any time via email to info@oneplansoftware.co.uk and ceasing all use of the OnePlan Suite. You will be charged immediately for the remaining length of your contract, but no further payments will be required.

16.3 Either party may terminate the Contract by giving to the other party not less than 90 days’ prior written notice, specifying the intended date of termination, provided that:

• 16.3.1 the date of termination shall not be earlier than the date on which the Software Minimum Term expires

16.4 We may terminate the Contract immediately, at any time, by giving written notice to you if:

• 16.4.1 you commit a material breach of the Contract which is irremediable or (where such breach is remediable) you fail to remedy such breach within 30 days of us notifying you in writing of the breach;
• 16.4.2 you repeatedly breach any of the terms of the Contract in such a manner as to reasonably justify our opinion that your conduct is inconsistent with you having the intention or ability to give effect to the terms of the Contract; or
• 16.4.3 you suffer an Insolvency Event.

16.5 For the purposes of clause 16.4.1, any failure by you to pay on the due date for payment any amount due to us under the Contract shall constitute a material breach.

16.6 Termination or expiry of the Contract (howsoever caused) shall not affect any rights or remedies available to us that have accrued as at the date of termination or expiry.

16.7 Upon termination or expiry of the Contract, howsoever caused:

• 16.7.1 save where we terminate the contract under clause 16.3, we reserve the right to invoice you for, and you shall pay to us in accordance with clause 12.2, any costs or charges we may incur as a result of such termination;
• 16.7.2 we shall invoice you for, and you shall pay to us in accordance with clause 12.2, any amounts due to us under the Contract that have accrued as at the date of termination;
• 16.7.3 any provision of these terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

17. OTHER

17.1 Entire agreement. Unless otherwise expressed, these terms and the relevant CRF constitute the entire agreement between us in relation to the Contract. You acknowledge that you have not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of us which is not set out in the Contract and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

17.2 Exclusion of warranties. Any terms or warranties implied by statute, common law, course of dealing or otherwise, including the terms implied by section 11 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

17.3 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations.

17.4 Assignment. We may assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of our rights and obligations under the Contract. You may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of your rights and obligations under the Contract.

17.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives), save that we may vary the Contract by giving not less than 7 days’ notice to you provided that such variation does not materially adversely affect your rights or obligations under the Contract.

17.6 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

17.7 Severance. If any provision or part-provision of the Contract 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 the Contract. If any provision or part-provision of the Contract is deemed deleted under this clause 17.7 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.

17.8 Relationship. Nothing in the Contract 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, authorise any party to make or enter into any commitments for or on behalf of any other party or constitute any person the worker or employee of any party.

17.9 Time of performance. Time is of the essence in respect of your performance of any of your obligations under the Contract (including any obligation to make any payment to us or any third party). We will use our reasonable endeavours to adhere to any timescales that we agree with you in connection with the Contract, but time shall not be of the essence in relation to our performance under the Contract.

17.10 Notices. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case) or sent by email to such address as the party receiving the notice notifies to the other party from time to time.

17.11 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 for any third party to enforce any term of the Contract.

17.2 Governing law. The Contract 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 laws of England.

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