TERMS AND CONDITIONS

 

Please read these Terms and Conditions carefully before registering for a free trial or a chargeable subscription for the Services offered on this website operated by Skyjunxion SAL, a company registered in the Lebanese Republic, company number 1020797 and whose registered office is at Tamari bldg. 1st fl., Allenby st., Marfa'a 25, Central Business District, Beirut, Lebanon.

By registering for a free trial or completing the registration for a chargeable subscription for the Services at www.skyjunxion.com and clicking on the accept buttons relating to our Terms and Conditions, the Policy and SLA, you the Customer, agree to be legally bound by these Terms and Conditions, the Policy and SLA as they may be modified and posted on our website from time to time. In the event of any inconsistency between the content of the Terms and Conditions, the Policy and SLA, the Terms and Conditions shall prevail followed by the SLA then the Policy.

If you do not wish to be bound by these Terms and Conditions and SLA then you may not purchase the Services.

1.  Definitions

In this Agreement, the following words shall have the following meanings:

‘Agreement’

means these Terms and Conditions and SLA together;

‘Authorised Users’

means employees, agents, consultants or independent contractors of the Customer or  any entities or persons to whom the Customer provides its services who have been expressly authorised by the Customer to receive a password in order to access the Services online;

‘Company’

means Skyjunxion SAL;

‘Confidential Information’

means any and all information in whatsoever form relating to the Company or the Customer, or the business, prospective business, finances, technical processes, computer software (both source code and object code), Intellectual Property Rights or finances of the Company or the Customer (as the case may be), or compilations of two or more items of such information, whether or not each individual item is in itself confidential, which comes into a party’s Company’s possession by virtue of its entry into this Agreement or provision of the Services, and which the party regards, or could reasonably be expected to regard, as confidential and any and all information which has been or may be derived or obtained from any such information;

‘Customer’

means the company or person who completes the registration for use of the Services;

‘Fees’

means the fees as communicated by the Company via email;

‘Initial Term’

means a period of 12 months starting on the Effective Date;

‘Intellectual Property Rights’

means all copyrights, patents, utility models, trade marks, service marks, registered designs, moral rights, design rights (whether registered or unregistered), technical information, know-how, database rights, semiconductor topography rights, business names and logos, computer data, generic rights, proprietary information rights and all other similar proprietary rights (and all applications and rights to apply for registration or protection of any of the foregoing) as may exist anywhere in the world;

‘Policy’

means the Company’s privacy and security policy available at www.skyjunxion.com as amended from time to time;

‘Renewal Term’

means each period of 12 months following expiry of the Initial Term;

‘Services’

means the software applications services of the Company, ordered online by the Customer and set out in the confirmation invoice sent to the Customer, including any computer software programmes and, if appropriate, Updates thereto;

‘SLA’

means the Company’s service level agreement available at www.skyjunxion.com as amended from time to time;

‘Term’

means the Initial Term plus any Renewal Terms together;

‘Terms and Conditions’

means these terms and conditions;

‘Third-Party Provider’

means any party, other than the Company, who provides information for inclusion in the Services including, but not limited to hotels, car rental companies, airlines, air carriers and booking agencies.

2.  Services

2.1       The Customer engages the Company and the Company agrees to provide the Services for the Term in accordance with the terms of this Agreement.

2.2       The Services shall be made available to the Customer and Authorised Users via the Internet as set out in more detail in the SLA and in accordance with the terms of this Agreement.

3.  Licences

3.1       Subject to the Customer’s payment of the Fees, the Customer is granted a non-exclusive, non-transferable, worldwide licence to use the Services (including any associated software, Intellectual Property Rights and Confidential Information) during the Term. Such licence shall permit the Customer to make such copies of software or other information as are required for the Customer to receive the Services. Where open source software is used as part of the Services, such software use by the Customer will be subject to the terms of the open source licences.

3.2       All Intellectual Property Rights and title to the Services (save to the extent incorporating any Customer or third party owned item) shall remain with the Company and/or its licensors and no interest or ownership the Services, the Intellectual Property Rights or otherwise is conveyed to the Customer under this Agreement. No right to modify, adapt, or translate the Services or create derivative works from the Services is granted to the Customer. Nothing in this Agreement shall be construed to mean, by inference or otherwise, that the Customer has any right to obtain source code for the software comprised within the Services.

3.3       Disassembly, decompilation or reverse engineering and other source code derivation of the software comprised within the Services is prohibited. To the extent that the Customer is granted the right by law to decompile such software in order to obtain information necessary to render the Services interoperable with other software (and upon written request by the Customer identifying relevant details of the Services(s) with which interoperability is sought and the nature of the information needed), the Company will provide access to relevant source code or information. The Company has the right to impose reasonable conditions including but not limited to the imposition of a reasonable fee for providing such access and information.

3.4       Unless otherwise specified in this Agreement, the Services are provided and may be used solely by the Customer as part of the Customer’s website/desktop architecture for the purposes of operating an online business travel and expense management system, gathering travel-related information, determining the availability of travel-related goods and services, making legitimate reservations or otherwise transacting business with travel suppliers and travel content providers. The Customer may not (i) lease, loan, resell or otherwise distribute the Services save as permitted in writing by the Company; (ii) use the Services to provide ancillary services related to the Services; or (iii) except as permitted in this Agreement, permit access to or use of the Services by or on behalf of any third party.

3.5       The Customer warrants and represents that it shall maintain reasonable security measures (as may change over time) covering, without limitation, confidentiality, authenticity and integrity to ensure that the access to the Services granted under this Agreement is limited as set out under this Agreement.

4.  Ordering, Invoices and Payment

4.1       The Company is entitled to refuse any order placed by a Customer. If an order is accepted, the Company will confirm acceptance via email.

4.2       The Fees payable for the Services are the prices in force on the date of the order and set out in the acceptance email sent to the Customer. For renewal Services, the price published by Company on the renewal dates shall apply.

4.3       All Fees are exclusive of any Value Added Tax, sales tax, or other applicable tax, for which the Customer shall be additionally liable at the applicable rate from time to time.

4.4       The Company shall issue invoices to the Customer in respect of the Fees in the currency set out in the acceptance email.

4.5       All Fees are payable by bank transfer in the currency set out in the acceptance email. The Customer undertakes that: (i) all details provided for the purpose of obtaining the Services are correct; and (ii) that there are sufficient funds or credit facilities to cover the Fees.

4.6       The Client shall pay all Fees immediately when due and without any set off or deduction The Customer authorises the Company to deduct all Fees due: (i) on the Effective Date in relation to Services to be provided during the Initial Term; and on each anniversary of the Effective Date for each Renewal Period.      

4.7       If the Client fails to pay any Fees when due the Company shall be entitled to charge interest (both before and after any judgement) on the outstanding amount at the rate of 3% above the base rate of Barclays Bank plc from time to time, accruing on a daily basis and compounded quarterly, from the due date until the outstanding amount is paid in full. The Company also reserves the right to: (i) disable the account; and (b) temporarily suspend the provision of the Services to the Customer and Authorised users until such time as all outstanding invoices have been settled in full in cleared funds, whereupon the Services will be reinstated.

4.8       All Fees payable under this Agreement are non-cancellable and non-refundable.

5.  Authorised Users

5.1       The Customer undertakes that: (i) the maximum number of Authorized Users shall not exceed the number of user subscriptions purchased from time to time; (ii) no user subscription shall be used by more than one individual Authorized User unless it has been reassigned in its entirety to another individual Authorized User, in which case the prior Authorized User shall no longer have any right to access of use the Services; and (iii) it shall maintain a written, up to date list of current Authorized Users and provide such list to the Company upon request.

5.2       The Customer undertakes that it and Authorised Users shall treat any identification, password or username or other security device for use of the Services with due diligence and care and take all necessary steps to ensure that they are kept confidential, secure and are used properly and are not disclosed to unauthorised persons. Any breach of the above shall be immediately notified to the Company in writing.

5.3       The Customer shall be liable for any breach of this Agreement by an Authorised User.

6.  Third Party Providers

6.1       By using the Services, the Customer agrees to abide by any terms and conditions imposed by any Third-Party Provider accessed through the Services with whom it elects to transact, including, but not limited to, payment of all amounts when due and in compliance with the Third-Party Provider’s terms and conditions in particular with regard to availability and use of fares, products or services.

6.2       The Company has no liability to the Customer or Authorised Users whatsoever in relation to any content, its use, or correspondence with any Third-Party Provider, or for any transactions completed or any contract entered into by the Customer and/or Authorized Users, with any Third-Party Provider. The Company recommends that Customers carefully read Third-Party Provider’s terms and conditions and privacy policies before using any Third-Party Provider’s websites or content.

6.3       The Customer acknowledges and accepts that its violation of a Third-Party Provider’s terms and conditions may result in: (i) cancellation of booking(s); and/or (ii) denial of access to Third-Party Provider’s products and services; and/or (iii) forfeiture of monies paid for such reservation(s); and/or (iv) the Company charging the Customer for any costs the Company incurs as a result of such breaches.

6.4       The Customer acknowledges and accepts that: (i) the Services may contain hyperlinks to websites operated by Third-Party Providers; (ii) such hyperlinks are provided for reference only; (iii) the Company does not control such websites; (iv) the Company is not responsible for the content, privacy or other practices of such websites; (v) the Company has no editorial control over such content and the opinions, advice, statements, services, offers, prices, or other information or content expressed or made available therein, are those of the respective author(s) or distributor(s); and (vi) it is the Customer’s sole responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, rating, advice or other content available.

6.5       The Company does not endorse or approve any Third-Party Provider website or the content of any Third-Party Provider website made available via the Services.

6.6       The Company has the right, but not the obligation, to monitor the content of such Third-Party Providers to determine its compliance with this Agreement or any law, regulation or authorized government request. The Company has the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted within the Services.

7.  Intellectual Property

7.1       The Company, at its own expense, shall: (i) defend, or at its option, settle any claim or suit brought against the Customer by a third party on the basis of infringement of any Intellectual Property Rights by the Services (excluding any claim or suit deriving from any Customer provided item); and (ii) pay any final judgement entered against the Customer on such issue or any settlement thereof, provided that: (i) the Customer notifies the Company promptly of each such claim or suit; (ii) the Company is given sole control of the defence and/or settlement; and the (iii) Customer fully co-operates and provides all reasonable assistance to the Company in the defence or settlement.

7.2       If all or any part of the Services becomes, or in the opinion of the Company may become, the subject of a claim or suit of infringement, the Company at its own expense and sole discretion may: (i) procure for the Customer the right to continue to use the Services or the affected part thereof; or (ii) replace the Services or affected part with other suitable non-infringing service(s); or (iii) modify the Services or affected part to make the same non-infringing.

7.3       The Company shall have no obligations under this section 7 to the extent that a claim is based on: (i) the combination, operation or use of the Services with other services or software not provided by the Company, if such infringement would have been avoided in the absence of such combination, operation or use; or (ii) use of the Services in any manner inconsistent with this Agreement; or (iii) the negligence or wilful misconduct of the Customer or an Authorised User.

7.4       The Customer shall indemnify and hold the Company and its suppliers or agents harmless from and against any cost, losses, liabilities and expenses, including reasonable legal costs arising from any third party claim relating to or resulting directly or indirectly from: (i) any claimed infringement or violation by the Customer of any Intellectual Property Rights with respect to the Customer’s use of the Services outside the scope of this Agreement; (ii) any access to or use of the Services by a party not authorised by this Agreement; (iii) use by the Company of any Customer provided item; or (iv) use by the Customer or any Third-Party Provider content or information.

8.  Confidential Information

8.1       Each party may use the Confidential Information of a disclosing party only for the purposes of this Agreement and must keep confidential all Confidential Information of each disclosing party except to the extent (if any) the recipient of any Confidential Information is required by law to disclose the Confidential Information.

8.2       Either party may disclose the Confidential Information of the other party to those of its employees and agents who have a need to know the Confidential Information for the purposes of this Agreement but only if the employee or agent executes a confidentiality undertaking in a form approved by the other party.

8.3       Both parties agree to return all documents and other materials containing Confidential Information immediately upon completion of the Services.

8.4       The obligations of confidentiality under this Agreement do not extend to information that: (i)        was rightfully in the possession of the receiving party before the negotiations leading to this Agreement; (ii) is, or after the day this Agreement is signed, becomes public knowledge (otherwise than as a result of a breach of this Agreement); or (iii) is required by law to be disclosed.

9.  Data Protection and Customer Data

9.1       Each party undertakes to comply with its obligations under relevant applicable data protection laws, principles and agreements.

9.2       To the extent that personal data is processed using the Services, the parties acknowledge that the Company is a data processor and the Customer is a data controller and the parties shall comply with their respective statutory data protection obligations. The Company agrees that it will only process personal data on behalf of, and in the name of, the Customer.

9.3       The Customer shall ensure that the personal data, which it supplies or discloses to the Company, has been obtained fairly and lawfully and that it will obtain all necessary approvals from persons whose data is being processed and registrations with authorities to permit the Company to transfer personal data to third parties pursuant to its obligations under this Agree­ment.

9.4       The Company confirms that it: (i) merely acts as a data processor; (ii) will only process data in accordance with the instructions of the data controller; and (iii) has taken, as well as its subcontractors, licensors and hosts, sufficient and appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to personal data, having regard to the state of technological development and cost of implementing any measures, to ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the personal data to be protected.

9.5       If a third party alleges infringement of its data protection rights, the Company shall be entitled to take measures necessary to prevent the infringement of a third party’s rights from continuing.

9.6       Any information that the Customer provides to the Company including Customer data uploaded to the Company servers, information provided during registration or information provided when ordering Services (such as the Customer’s email address) will be used by the Company in accordance with the terms of this Agreement. The Customer grants the Company the right to modify, copy or save such data as part of processing it for use with the Services. The Customer retains all rights of ownership in the Customer data.

9.7       Customers are responsible for keeping copies of their data used and stored within the Services on the Company’s servers. Customers are responsible for removing all Customer data prior to the termination or expiry of this Agreement.

10.  Warranties

10.1      The Company warrants to the Customer that: (i) it has the right to license the Services: (ii) by performing the Services it will not knowingly infringe the rights of any third party (including but not limited to Intellectual Property Rights) in any jurisdiction or be in breach of any obligations it may have to a third party; (iii) it is not prohibited from providing the Services by any statutory or other rules or regulations in any relevant jurisdiction; (iv) the Services shall be performed with reasonable skill and care; and (v) the Services will be provided in accordance with the SLA.

10.2      The above warranties shall not: (i) cover deficiencies or damages relating to any third party components not furnished by the Company; or (ii) any third party provided connectivity necessary for the provision or use of the Services.

10.3      The Company does not warrant: (i) the results the Customer can achieve from using the Services; (ii) that the Services will operate uninterrupted or error free; (iii) that the functionality of the Services will meet the requirements of the Customer; (iv) the accuracy, reliability or content of any information, service, or product provided via a Third-Party Provider; or (v) by offering for sale travel to particular international destinations, that travel to such destinations is advisable or without risk.

10.4      The Customer warrants that it: (i) has full corporate power and authority to enter into this Agreement and to perform the obligations required hereunder; (ii) rightfully owns the necessary user rights, copyrights and ancillary copyrights and permits required for it to fulfil its obligations under this Agreement; (iii) will only use the Services to make legitimate bookings and purchase travel-related products and services for itself or for other persons for whom the Customer is legally authorized to act; (iv) shall ensure that the execution and performance of its obligations under this Agreement do not violate or conflict with the terms of any other agreement to which it is a party; (v) shall respect all applicable laws and regulations, governmental orders and court orders, which relate to this Agreement; (vi) and Authorised Users shall maintain reasonable security measures (as may change over time) covering, without limitation, confidentiality, authenticity and integrity to ensure that the access to the Services granted under this Agreement is limited as set out under this Agreement; (vii) shall ensure that its network and systems comply with the relevant specification provided by the Company from time to time and that it is solely responsible for procuring and maintaining its network connections and telecommunications links from the Customer’s systems to the Company’s data centres and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the Internet; and (viii) shall inform all relevant persons about other terms and conditions that apply to the bookings and the purchased services and products made on such persons behalf, including all rules and restrictions applicable thereto.

10.5      The Customer warrants that is shall not: (i) make any speculative, false, or fraudulent reservation or any reservation in anticipation of demand; (ii) access, monitor or copy any content or information from the Services using any robot, spider, scraper or other automated means or any manual process for any purpose without the Company’s express written permission, or circumvent other measures employed to prevent or limit access to the Services.

10.6      Except as expressly stated in this Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose), are hereby excluded to the fullest extent permitted by law.

10.7      This section 10 shall survive the termination of the Agreement.

11.  Liability

11.1      The Company does not exclude or limit its liability to the Customer for fraud, death or personal injury caused by any negligent act or omission or wilful misconduct of the Company in connection with the provision of the Services.

11.2      In no event shall the Company be liable to the Customer whether arising under this Agreement or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, for any Consequential Loss. ‘Consequential Loss’ shall for the purposes of this section mean: (i) pure economic loss; (ii) losses incurred by any Authorised User or other third party; (iii) loss of profits (whether categorised as direct or indirect loss); (iv) losses arising from business interruption; (v) loss of business revenue, goodwill or anticipated savings; (vi) losses whether or not occurring in the normal course of business, wasted management or staff time; (vii) loss or corruption of data; or (viii) reliance upon opinions appearing on the Company websites.

11.3      Subject to sections 11.1 and 11.2, the total liability of the Company (whether in contract, tort or otherwise) under or in connection with this Agreement or based on any claim for indemnity or contribution shall not exceed one hundred (100) per cent of the total Fees (excluding any VAT, duty, sales or similar taxes) paid or payable by the Customer to the Company during the preceding twelve (12) month period or, if the duration of the Agreement has been less than twelve (12) months, such shorter period, as applicable.

11.4      In no event shall the Customer raise any claim under this Agreement more than one (1) year after (i) the discovery of the circumstances giving rise to such claim; or (ii) the effective date of the termination of this Agreement. This section shall survive the termination of this Agreement.

11.5      The Company, its affiliates and Third-Party Providers: (i) make no guarantees about the availability of specific products and services; (ii) may make improvements and/or changes to the Services at any time; (iii) provide all information, products and services “as is” without warranty of any kind. 

11.6      The carriers, hotels and other Third-Party Providers providing travel or other services on the Company website are independent contractors and not agents or employees of the Company or its affiliates. Accordingly, the Company and its affiliates are not liable for the acts, errors, omissions, representations, warranties, breaches or negligence of such Third-Party Providers or for any damage resulting therefrom. The Company shall have no liability whatsoever and will make no refund in the event of any delay, cancellation, overbooking or Force Majeure event and has no responsibility for any additional expense, omission, delay or re-routing.

11.7      The Customer acknowledges that the information, software, products and services published using the Services may include inaccuracies or errors including pricing errors. In no circumstance shall the Company be liable for the accuracy of any information, description of fare, trip, hotel, air, cruise, car and other travel products displayed via the Services on websites, including without limitation the pricing, photographs, list of hotel amenities, general product descriptions, etc. much of which information is provided by Third-Party Providers. The Company reserves the right to correct any pricing errors in the Services and/or pending reservations to correct the price or may cancel a reservation without penalty.

11.8      The Customer acknowledges that the ratings displayed via the Services are intended only as general guidelines and the Company and its affiliates do not guarantee the accuracy of the ratings.  

11.9      The Customer acknowledges and agrees that in entering into this Agreement, the Customer had recourse to its own skill and judgement and has not relied on any representations made by the Company, any employees or agents of the Company.

12.  Indemnity

12.1      Subject to section 11, the Customer agrees to indemnify and undertakes to keep indemnified the Company, its officers, servants and agents against any costs or expenses (including the cost of any settlement) arising out of any claim, action, proceeding or demand that may be brought, made or prosecuted against the Company by any person arising out of any breach by the Customer, its officers, servants agents or Authorised Users of the terms of the Agreement whether arising from any failure by the Customer or the Authorised Users to comply with the terms of this Agreement or otherwise.

12.2      The indemnity contained in section 12.1 above extends to and includes all costs, damages and expenses (including legal fees and expenses) reasonably incurred by the Company in defending any such action, proceeding claim or demands.

13.  Term and Termination

13.1      This Agreement will begin on the Effective Date and continue for the Initial Term. Upon expiry of the Initial Term the Agreement shall automatically renew for further Renewal Terms until terminated by either party either: (i) giving the other at least thirty (30) days notice in writing prior to the start of a Renewal Term; or (ii) terminating in accordance with its rights set out below in this section 13.

13.2      The Company may immediately terminate this Agreement or suspend the provision of any Services, without notice, if: (i) the Customer has used or permitted the use of the Services otherwise than in accordance with this Agreement; (ii) payment of any Fees is not received within thirty (30) days after the due date for payment; or (iii) if the Company is prohibited, under the laws of England or otherwise, from providing the Services.

13.4      Either party shall be entitled to terminate this Agreement at any time without notice if: (i) the other party ceases or threatens to cease to carry on business; or (ii) the other party is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the Company resulting from such reconstruction or amalgamation shall be bound by and assume the Company’s obligations hereunder); (iii) the other party compounds with or convenes a meeting of its creditors or has a receiver, manager or similar official appointed in respect of its assets; or (iv) the other party has an administrator appointed or documents are filed with the court for the appointment of an administrator or notice is given of an intention to appoint an administrator by such party or its directors or by a qualifying floating charge holder (as defined in the Insolvency Act 1986, paragraph 14 schedule B1); or (v) any similar event occurs under the law of any other jurisdiction in respect of that party.

13.5      Either party shall be entitled to terminate this Agreement on giving written notice to the other party, if the other party commits a material breach of any term of this Agreement which, in the case of a breach capable of remedy, shall not have been remedied within thirty (30) days of receipt by the other party of a notice from the non-defaulting party specifying the breach and requiring it to be remedied.

13.6      On request, and in any event on termination of this Agreement for whatever reason, each party shall deliver up all Confidential Information and (to the extent not so comprised therein) all correspondence, documents and other property belonging or relating to the other party, and neither party shall, without the prior written consent of the other, make or retain copies of any such documents.

13.7      Upon termination of this Agreement the Company shall immediately cease providing the Services to the Customer and all licences granted hereunder shall terminate. The Customer shall promptly pay the Company all unpaid Fees for the remainder of the Term. No Fees shall be refunded. The Company may destroy all Customer data in its possession unless it receives within ten (10) days after the effective date of termination, a written request from the Customer to return the most recent back-up of Customer data. The Company shall use reasonable endeavours to provide the Customer with the back-up within thirty (30) days and reserves the right to charge reasonable fees for this service.

13.8      Termination of this Agreement for whatever reason shall not affect the accrued rights of the parties arising in any way out of this Agreement as at the date of termination and, in particular but without limitation, the right to recover damages against the other. All sections of this Agreement which by their nature should survive termination, for the avoidance of doubt, shall survive the expiration or sooner termination of this Agreement and shall remain in force and effect.

14.  Third Parties

Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the provision of the Services is intended to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999, or any other applicable similar law, by any third party.

15.  Force Majeure

15.1      Except with respect to obligations to pay the Fees, ‘Force Majeure’ means anything outside the reasonable control of a party, including but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, labour dispute, labour shortage, power shortage, including without limitation where Company ceases to be entitled to access the Internet for whatever reason, server crashes, deletion, corruption, loss or removal of data, transportation embargo, failure or delay in transportation, any act or omission (including laws, regulations, disapprovals or failures to approve) of any government or government agency.

15.2      As soon as practicable after an event of Force Majeure arises, the party affected by Force Majeure must notify the other party of the extent to which the notifying party is unable to perform its obligations under this Agreement.

15.3      If a party is wholly or partially precluded from complying with its obligations under this Agreement by Force Majeure, the breaching party’s obligation to perform in accordance with this Agreement will be suspended for a period of 30 days. If the Force Majeure lasts for more than 30 days the non-defaulting party reserves the right to terminate under clause 13 for material breach.    

16.  Miscellaneous

16.1      Should a provision of this Agreement be invalid or become invalid then the legal effect of the other provisions shall be unaffected. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and shall replace the invalid provision. The same shall apply to any omissions.

16.2      This Agreement constitutes the whole agreement and understanding between the parties and supersedes all prior agreements, representations, negotiations and discussions between the parties relating to the subject matter thereof.

16.3      No party may assign, transfer or subcontract its rights under this Agreement without the prior written consent of the other party, such consent shall not be unreasonably withheld, however the Company shall be entitled to assign the Agreement to any company in the Company’s group of companies.

16.4      The Company and the Customer are independent contractors and nothing in this Agreement will be construed as creating an employer-employee relationship.

16.5      The Company may at its reasonable discretion, change or modify the terms of this Agreement at any time upon giving the Customer 30 (thirty) days' notice of the same either by email or notification on its website. Such change will automatically become effective upon the expiry of the 30 (thirty) day period, unless the Customer notifies the Company in writing that it wishes to terminate this Agreement, prior to the expiry of the thirty (30) day notice period. If no such notice is received from the Customer, the Customer shall be deemed to have accepted the changes made by the Company.

16.6      Unless expressly stated otherwise in this Agreement, all amendments to, or notices to be sent under this Agreement, shall be made in writing and shall be deemed to have been duly given if sent by registered post or acknowledged fax to a party at the address given for that party in this Agreement.

16.7      No failure or delay in enforcing any right under this Agreement will be deemed to constitute a waiver of such right.

16.8      This Agreement shall be governed by the laws of England and Wales. The courts of England shall have exclusive jurisdiction for the settlement of all disputes arising under this Agreement.