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Terms and Conditions

Terms and conditions relating to the Services of Pet Software Limited (company number 06797844) of Kemp House, 152 City Road, London, EC1V 2NX (“PSL”).



(A)             PSL has developed certain software applications and platforms which it makes available to subscribers via the internet on a pay-per-use basis for the purpose of facilitating its Clients’ professional pet sitting businesses.

(B)             The Client wishes to use the Services in its business operations.

(C)            PSL has agreed to provide and the Client has agreed to take and pay for the Services subject to the terms and conditions of this Agreement.



1                 Interpretation

1.1              The definitions and rules of interpretation in this clause apply in this Agreement.

1.1.1          “Authorised Users” means those employees, agents and independent contractors of the Client who are authorised by the Client to use the Services and the Documentation;

1.1.2          “Business Day” means any day which is not a Saturday, Sunday or public holiday in theUK;

1.1.3          “Client” (and “You”) means the person, firm, business or company contracting with and receiving the Services of PSL, pursuant to the terms of this Agreement;

1.1.4          “Client Data” means the data inputted by the Client, Authorised Users or PSL on the Client's behalf for the purpose of using the Services or facilitating the Client’s use of the Services;

1.1.5          “Client Payment Information” means any details provided by the Client and/or required by PSL for the purchase of Services from the Website, including credit card and/or debit card numbers, bank account numbers and sort codes;

1.1.6          “Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5 and includes Client Payment Information;

1.1.7          “Documentation” means the documents made available by PSL to the Client online via the Website or such other web address notified by PSL to the Client from time to time which facilitate the Services, including (if applicable) the Pet Services Agreement;

1.1.8          “Effective Date” means the date of this Agreement;

1.1.9          “Initial Subscription Term” means the initial term of this Agreement as set out in Schedule 2;

1.1.10       “Multi-User Subscription” means the advanced monthly payment paid by the Client to PSL as set out in the relevant pricing pages of the PSL Website, based on the Client’s user numbers;

1.1.11       “Normal Business Hours” means 09:00 to 17:00 local UK time, each Business Day;

1.1.12       “Prospective Client” means a party who receives the Services during the Trial Period;

1.1.13       “Renewal Period” means the period described in clause 14.1;

1.1.14       “Services” means the pet sitter plus scheduling and billing subscription service provided by PSL to the Client under this Agreement via the Website or any other website notified to the Client by PSL from time to time as more particularly described in the Documentation;

1.1.15       “Software” means the online software applications provided by PSL as part of the Services;

1.1.16       “Subscription Fee” means the subscription fee payable by the Client to PSL monthly in advance as set out in the relevant pricing pages of the PSL Website;

1.1.17       “Subscription Term” has the meaning given in clause 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods);

1.1.18       “Support Services Policy” means PSL's policy for providing support in relation to the Services as made available via the Website or such other website address as may be notified to the Client from time to time;

1.1.19       “Trial Period” means a 30 (thirty) day period during which a Prospective Client trials the Service;

1.1.20       “User Subscriptions” means the user subscriptions purchased by the Client pursuant to clause 9.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this Agreement;

1.1.21       “Virus” means 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;

1.1.22       “Website” means the domain (and any sub-domains or associated domains of this site including that includes the Website Content; and

1.1.23       “Website Content” means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being electronically stored that appears on the Website.

1.2              Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3              A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

1.4              A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5              Words in the singular shall include the plural and vice versa.

1.6              A reference to one gender shall include a reference to the other genders.

1.7              A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.8              A reference to writing or written includes faxes but not e-mail.

1.9              References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.

2                 User Subscriptions

2.1              Subject to the Client purchasing the User Subscriptions in accordance with clause 3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this Agreement, PSL hereby grants to the Client a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Client's internal business operations.

2.2              In relation to the Authorised Users, the Client undertakes that:

2.2.1           each Authorised User shall keep a secure password for his use of the Services and Documentation and that each Authorised User shall keep his password confidential; and

2.2.2           it shall permit PSL to audit the Services on an ad-hoc basis and at PSL’s discretion.

2.3              The Client shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

2.3.1          is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

2.3.2          facilitates illegal activity;

2.3.3          depicts sexually explicit images;

2.3.4          promotes unlawful violence;

2.3.5          is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

2.3.6          in a manner that is otherwise illegal or causes damage or injury to any person or property;

and PSL reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client’s access to any material that breaches the provisions of this clause.

2.4              The Client shall not:

2.4.1          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 this Agreement attempt to:       copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or      reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

2.4.2          access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

2.4.3           use the Services and/or Documentation to provide services to third parties; or

2.4.4           subject to clause 19.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially     exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or

2.4.5           attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and

2.5              The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify PSL.

2.6              The rights provided under this clause 2 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client.


3                 Multi-User Subscription

                   The Client shall pay the Multi-User Subscription based on its usage of the Software during the 30 days prior to the Renewal Period, as per the pricing schedule setout on the PSL Website.


4                 Services

4.1              PSL shall, during the Subscription Term, provide the Services and make available the Documentation to the Client on and subject to the terms of this Agreement.

4.2              PSL shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

4.2.1           planned maintenance carried out during the maintenance window that will be communicated to the Client no less than one week prior to any such planned maintenance taking place; and

4.2.2           unscheduled maintenance performed outside Normal Business Hours, provided that PSL has used reasonable endeavours to give the Client at least two Normal Business Hours’ notice in advance.

4.3              PSL will, as part of the Services and at no additional cost to the Client, provide the Client with PSL’s standard customer support services during Normal Business Hours in accordance with PSL's Support Services Policy in effect at the time that the Services are provided.  PSL may amend the Support Services Policy in its sole and absolute discretion from time to time. 


 5                 Client Data

5.1              The Client shall own all right, title and interest in and to all of the Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Data.

5.2              PSL shall follow its archiving procedures for Client Data as set out in its back-up policy available at the Website or such other website address as may be notified to the Client from time to time, as such document may be amended by PSL in its sole discretion from time to time.  In the event of any loss or damage to Client Data, the Client's sole and exclusive remedy shall be for PSL to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by PSL in accordance with the archiving procedure described in its back-up policy.  PSL shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third party.

5.3              PSL shall, in providing the Services, comply with its privacy and security policy (the “Privacy And Security Policy”) relating to the privacy and security of the Client Data available at the Website or such other website address as may be notified to the Client from time to time, as such document may be amended from time to time by PSL in its sole discretion.

5.4              If PSL processes any personal data on the Client’s behalf when performing its obligations under this Agreement, the parties record their intention that the Client shall be the data controller and PSL shall be a data processor and in any such case:

5.4.1          the Client acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Client and the Authorised Users are located in order to carry out the Services and PSL’s other obligations under this Agreement;

5.4.2          the Client shall ensure that the Client is entitled to transfer the relevant personal data to PSL so that PSL may lawfully use, process and transfer the personal data in accordance with this Agreement on the Client's behalf;

5.4.3          the Client shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

5.4.4          PSL shall process the personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by the Client from time to time; and

5.4.5          each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.


6                Third Party Providers

The Client acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk.  PSL makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Client, with any such third party.  Any contract entered into and any transaction completed via any third-party website is between the Client and the relevant third party, and not PSL.  PSL recommends that the Client refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website.  PSL does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.


7                 PSL’s Obligations

7.1              PSL undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

7.2              The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to PSL's instructions, or modification or alteration of the Services by any party other than PSL or PSL's duly authorised contractors or agents.  If the Services do not conform with the foregoing undertaking, PSL will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client's sole and exclusive remedy for any breach of the undertaking set out in clause 


Notwithstanding the foregoing, PSL:

7.2.1          does not warrant that the Client's use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Client through the Services will meet the Client's requirements; and

7.2.2          is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.3             This Agreement shall not prevent PSL from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

7.4              PSL warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

8                 The Client's Obligations

                   The Client i.e. You shall:

8.1              provide PSL with:

8.1.1           all necessary co-operation in relation to this Agreement; and

8.1.2           all necessary access to such information as may be required by PSL;

in order to provide the Services, including but not limited to Client Data, security access information and configuration services;

8.2              comply with all applicable laws and regulations with respect to its activities under this Agreement;

8.3              carry out all other Client responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Client's provision of such assistance as agreed by the parties, PSL may adjust any agreed timetable or delivery schedule as reasonably necessary;

8.4              ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement;

8.5              obtain and shall maintain all necessary licences, consents, and permissions necessary for PSL, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;

8.6              ensure that its network and systems comply with the relevant specifications provided by PSL from time to time; and

8.7              be solely responsible for:

8.7.1           procuring and maintaining its network connections and telecommunications links from its systems to PSL’s data centres, and

8.7.2           all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the internet.


9                 Charges And Payment

9.1              The Client shall pay the Subscription Fee to PSL in accordance with this clause 9 and the relevant pricing policy as setout on the PSL Website.

9.2              The Client shall on the Effective Date pay for the Services by providing up-to-date and complete debit card or credit card details acceptable to PSL and any other relevant valid, up-to-date and complete contact and billing details and, if the Client provides its debit card or credit card details to PSL, the Client hereby authorises PSL to bill such debit card or credit card:

9.2.1           on the Effective Date for the Subscription Fee payable in respect of the Initial Subscription Term; and

9.2.2            subject to clause 14.1, on each anniversary of the Effective Date for the Subscription Fee payable in respect of the next Renewal Period;

9.3              If PSL has not received payment within 7 days after the due date, and without prejudice to any other rights and remedies of PSL:

9.3.1            PSL may, without liability to the Client, disable the Client’s password, account and access to all or part of the Services and PSL shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

9.3.2            Interest shall accrue on such due amounts at an annual rate equal to four per cent (4%) over the then current base lending rate of PSL's bankers in the UK at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.

9.4              All amounts and fees stated or referred to in this Agreement:

9.4.1           are, subject to clause 13.4.2, non-cancellable and non-refundable;

9.4.2           are inclusive of value added tax, however, should the Client be situated outside of the EU, this shall be deducted from PSL's invoice.

9.5              PSL shall be entitled to increase the Subscription Fee and the Multi-User Subscription fee upon 30 day’s prior notice to the Client.


10              Proprietary Rights

10.1           The Client acknowledges and agrees that PSL and/or its licensors own all intellectual property rights in the Services and the Documentation.  

Except as expressly stated herein, this Agreement does not grant the Client any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

10.2           PSL confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.


11              Confidentiality

11.1           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 be deemed to include information that:

11.1.1       is or becomes publicly known other than through any act or omission of the receiving party;

11.1.2       was in the other party's lawful possession before the disclosure;

11.1.3       is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

11.1.4       is independently developed by the receiving party, which independent development can be shown by written evidence; or

11.1.5       is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

11.2           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.

11.3           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.

11.4           Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

11.5           The Client acknowledges that details of the Services, and the results of any performance tests of the Services, constitute PSL's Confidential Information.

11.6           PSL acknowledges that the Client Data is the Confidential Information of the Client.

11.7           This clause 11 shall survive termination of this Agreement, however arising.


12              Indemnity

12.1           The Client shall defend, indemnify and hold harmless PSL against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client's use of the Services and/or Documentation, including any claims and/or disputes arising in connection with the Pet Services Agreement.

12.2           PSL shall defend the Client, its officers, directors and employees against any claim that the Services or Documentation infringe any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Client for any amounts awarded against the Client in judgment or settlement of such claims, provided that:

12.2.1       PSL is given prompt notice of any such claim;

12.2.2       the Client provides reasonable co-operation to PSL in the defence and settlement of such claim; and

12.2.3       PSL is given sole authority to defend or settle the claim.

12.3           In the defence or settlement of any claim, PSL may procure the right for the Client to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on two Business Days’ notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client.

12.4           In no event shall PSL, its employees, agents and sub-contractors be liable to the Client to the extent that the alleged infringement is based on:

12.4.1        a modification of the Services or Documentation by anyone other than PSL; or

12.4.2        the Client's use of the Services or Documentation in a manner contrary to the instructions given to the Client by PSL; or

12.4.3        the Client's use of the Services or Documentation after notice of the alleged or actual infringement from PSL or any appropriate authority.

12.5           The foregoing and clause 13.4.2 states the Client's sole and exclusive rights and remedies, and PSL's (including PSL’s employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

13              Limitation Of Liability

13.1           This clause 13 sets out the entire financial liability of PSL (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client:

13.1.1        arising under or in connection with this Agreement;

13.1.2        in respect of any use made by the Client of the Services and Documentation or any part of them; and

13.1.3        in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

13.2           Except as expressly and specifically provided in this Agreement:

13.2.1        The Client assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Client, and for conclusions drawn from such use. PSL shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to PSL by the Client in connection with the Services, or any actions taken by PSL at the Client's direction;

13.2.2        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; and

13.2.3        The Services and the Documentation are provided to the Client on an "as is" basis.

13.3           Nothing in this Agreement excludes the liability of PSL:

13.3.1        for death or personal injury caused by PSL's negligence; or

13.3.2        for fraud or fraudulent misrepresentation.

13.4           Subject to clause 13.2 and clause 13.3:

13.4.1       PSL shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, 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

13.4.2       PSL's total aggregate liability in contract (including in respect of the indemnity at clause 12.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fee paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.


14              Term And Termination

14.1           This Agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of one month (each a “Renewal Period”), unless:

14.1.1       either party notifies the other party of termination, in writing before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

14.1.2       otherwise terminated in accordance with the provisions of this Agreement;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”.

14.2           Without prejudice to any other rights or remedies to which the parties may be entitled, PSL may terminate this Agreement without liability to the Client if:

14.2.1       the Client commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of the Client being notified in writing of the breach; or

14.2.2       an order is made or a resolution is passed for the winding up of the Client, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the Client; or

14.2.3       an order is made for the appointment of an administrator to manage the affairs, business and property of the Client, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Client, or notice of intention to appoint an administrator is given by the Client or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or

14.2.4       a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the Client, or if any other person takes possession of or sells the Client's assets; or

14.2.5       the Client makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or

14.2.6       the Client ceases, or threatens to cease, to trade; or

14.2.7       there is a change of control of the Client within the meaning of section 1124 of the Corporation Tax Act 2010; or

14.2.8       the Client takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

14.3          On termination of this Agreement for any reason:

14.3.1       all licences granted under this Agreement shall immediately terminate;

14.3.2       each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;

14.3.3       PSL may destroy or otherwise dispose of any of the Client Data in its possession unless PSL receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Client of the then most recent back-up of the Client Data. PSL shall use reasonable commercial endeavours to deliver the back-up to the Client within 30 days of its receipt of such a written request, provided that the Client has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination).  The Client shall pay all reasonable expenses incurred by PSL in returning or disposing of Client Data; and

14.3.4       the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.


15              Force Majeure

PSL shall have no liability to the Client under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of PSL or any other party), failure of a utility service or transport or telecommunications network, 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 suppliers or sub-contractors, provided that the Client is notified of such an event and its expected duration.


16              Waiver

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              Severance

17.1           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.

17.2           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.


18              Entire Agreement

18.1           This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

18.2           Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.


19              Assignment

19.1           The Client shall not, without the prior written consent of PSL, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

19.2           PSL 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.


20              No Partnership Or Agency

Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).


21              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.


22              Notices

22.1           Any notice required to be given under this Agreement shall be in writing and:

22.1.1       sent by email to if addressed to PSL, or if addressed to the Client, to the email address provided by the Client to PSL at the Effective Date; or

22.1.2       shall be delivered by hand; or

22.1.3       sent by pre-paid first-class post;

22.1.4       or recorded delivery post to the other party;

at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes.

22.2           A notice delivered by email or by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9am 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.


23               Governing Law And Jurisdiction

23.1           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 ofEngland.

23.2           The parties irrevocably agree that the courts ofEnglandhave 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).

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