A. Mutu Ltd ("Mutu") is in the business of providing certain communications products, services and solutions;
B. The Customer wishes to obtain and use such services;
C. Mutu agrees to provide the services to the Customer and its End Users subject to these terms and conditions.
In this Agreement, which includes any attached Schedules and Appendices, the following phrases shall bear the following meanings:
"Call" mean means a signal, message or communication which is silent, spoken or visual on each line that Mutu agrees to provide to Customer under this Agreement.
"Call Level" means the sum of money, Customer agrees with Mutu, that Customer expects to spend on Call Charges during the period covered by Customer's bills.
"Charges" mean the charges payable by Customer to Mutu in respect of the Services, as further detailed overleaf or in the Schedule or Price List, including without limitation one off fees and recurring fees.
"Commencement Date" means the data as mutually agreed between Mutu and the Customer, on which Mutu shall activate the provision of the Services.
"Customer" means the person, company or organisation detailed overleaf who orders the Services including its officers, employees, sub-contractors, agents, successors and assigns.
"Customer's Line" means a connection to the Mutu Network.
"Customer Number(s)" means the numbers provided by the Customer or allocated by Mutu to be used in the provision of the Services, as specified in the Schedule or otherwise communicated to Customer by Mutu.
"Customer's Premises" means the place where the Services are or will be provided.
"Effective Date" means the final date on which the parties have executed this Agreement.
"End User Services" means those services that Customer intends to offer to its End Users using the Services.
"End User Communications" means the communications made by an End User which are connected, terminated and/or transferred using the Services.
"End User" means the end customer(s) of Customer who wishes to access and use the End User Services from time to time.
"Equipment" means any device or other equipment or ancillary facilities the Customer or any End User may from time to time use to make and/or receive Calls or End User Communications to or from the Mutu System so as to access and/or provide the End User Services to End Users.
"Failure of the Services" means the continuous total loss of the ability to make or to receive Calls or the continuous total loss of a related service.
"Fault" means a material defect, fault or impairment in the Services, which causes an interruption in the provision of those Services.
"Force majeure" means any event outside the reasonable control of either party, including without limitation lightning, flood, or exceptionally severe weather, line failure, fire or explosion, civil disorder, war, or military operations, national or local emergency, anything done by government or other competent authority (including British Telecommunications PLC or any of its successors), any action by any network provider or industrial disputes of any kind, (including those involving our employees).
"Initial Term" means a term commencing on the Effective Date and expiring 36 months following the Commencement Date.
"Main Telephone Socket" means the point where Customer's Equipment is connected to the Mutu Network which is called the Network Termination Point in Customer's licence.
"Mutu Network" means any Mutu provided telecommunications network.
"Mutu System" means the communications system and network owned and/or operated by Mutu, including the Mutu Network, over which the Services are provided.
"Price List" means the applicable price list in respect of the Services published from time to time and available from Mutu upon written request.
"Services" means the service(s) to be provided by Mutu to Customer, as described overleaf or in the Schedule.
"Service Levels" means any agreed service levels to which the Services are to conform as set out in the Schedule.
"Software" means the software programs and each and every component amended from time to time, including all developments, versions or releases whether existing now or becoming available in the future, and documentation, which may be supplied by Mutu in connection with the provision of the Services;
"Third Party Systems" means any third party communications systems to which the Mutu System is connected in relation to the provision of the Services.
"Working Day" means Monday to Friday excluding Public Holidays in the UK.
Mutu will make the Services available to Customer with effect from the Commencement Date. Mutu aims to provide Customer with the Services by the date agreed with Customer unless Mutu is prevented from doing so through any act or omission of Customer or any event of force majeure. Mutu cannot guarantee that the Services will be free of faults or interruptions, timely or secure to the extent the Services may be affected by things Mutu cannot control, such as lack of network capacity, physical obstructions, atmospheric conditions or acts or omissions of Third Party Systems. However, to the extent that Service Levels have been agreed, Mutu shall use all reasonable endeavours to comply with such Service Levels. The Services do not include any phones or other equipment that Mutu may supply to Customer under a separate agreement.
3.1 Mutu shall:
(a) make available the Customer Number(s);
(b) correct any failure in the Services attributable to the Mutu System in accordance with the Service Levels;
(c) send the Customer any statistics to be provided as part of the Services or make them available to Customer via a designated web site;
(d) keep all information collected by Mutu from End User Communications strictly confidential subject only to such limited disclosures at are strictly necessary for the purposes of the provision of the Services to the Customer, and/or which Mutu is required to make pursuant to any statute or regulation or the order of any court with competent jurisdiction and only use such information strictly in accordance with the terms of this Agreement;
(e) be responsible for the operational requirements of any and all statutory provisions and regulations relating to the operation of the Mutu System, save that where such provisions apply to the End-Users' use of the Mutu System;
(f) be responsible for obtaining and maintaining any necessary licences required to operate the Mutu System;
(g) provide Software revision upgrades to the Customer, relating to the Services, free of charge basis unless the Customer agrees to changes that require additional functionality being provided;
(h) use the reasonable skill and care of a competent communications service provider;
(i) where the Customer receives outgoing voice telecommunications Services, put Customer's name, address and the phone number for the Services in The Phone Book for Customer's area and make Customer's phone number available to the directory enquiries service as soon as it can. However, Mutu will not do so if Customer asks it not to.
3.2 Mutu may have to take certain actions from time to time that could affect the Services, as specified below. If Mutu has to interrupt the Services it will restore them as quickly as it can.
Mutu may have to:
(a) change the code or phone number or the technical specification of the Services for operational reasons;
(b)interrupt the Services for operational reasons or because of an emergency;
(c)give Customer instructions that Mutu believes are necessary for health or safety, or for the quality of the Service that Mutu supplies to Customer or to Mutu's other customers.
3.3 Mutu shall be entitled to:
(a) monitor and/or record calls made to or by Mutu relating to customer services and telemarketing. Mutu does this for
training purposes and to ensure the quality and accuracy of its customer services, including complaint handling.
(b) use the information Mutu has about Customer and Customer's use of the Services for marketing purposes. However, Mutu will not do so if Customer ask it not to.
(c) process Customer's billing data and information about Customer's use of the Services (this includes information about Customer's bill size, the numbers Customer calls and the times Customer calls) for marketing Mutu's own telecommunications products and services. This allows Mutu to better inform Customer about products, services, pricing packages and special offers which Mutu provides and which Mutu believe may be of particular interest. MUTU DOES NOT DISCLOSE THIS INFORMATION TO ANYONE ELSE. Mutu needs Customer's consent to continue to give Customer all the benefits that this processing provides and will assume it has it, unless Customer tells Mutu otherwise by writing to it at Mutu Ltd, Old Town Hall, Holywell, CH8 7LH or any other address provided by Mutu from time to time.
The Customer shall:
(a) provide Mutu in a timely fashion with any information it requires and requests in respect of the End User Services and the
(b) not use or allow anyone to use, the Services or the Mutu System in a manner or for a purpose which is in Mutu's reasonable opinion unlawful, obscene or offensive or in a manner which may cause damage to the Mutu System or any Third Party System;
(c) not attach to the Mutu System or to any Third Party System any equipment not approved for connection to a telecommunication system pursuant to relevant telecommunications laws and regulations, (d) notify Mutu on Mutu's dedicated telephone number as soon as is practicable after the Customer becomes aware of any fault in the Services;
(e) submit one week in advance quarterly traffic profiles of predicted End User Communications and notify Mutu with as much notice as practicable in advance of any likely changes to such traffic profiles;
(f) in respect of outgoing communication Services, only connect phones, extension wiring, sockets or other equipment to the Mutu Network using a Main Telephone Socket, unless Mutu agrees otherwise. Mutu may end any such agreement after giving Customer reasonable notice;
(g) use Equipment with the Mutu Network in a way that meets the relevant standards and Customer's license. If Equipment does not meet those standards or Customer's licence, Customer must immediately disconnect it, or allow Mutu to do so at Customer's expense. If Customer asks Mutu to test Equipment to make sure that it meets those standards or Customer's licence Customer will be charged for the cost of doing this;
(h) Provide a suitable place and conditions for any equipment Mutu may have to place equipment on Customer's Premises to provide Customer with the Services. If Mutu has to supply equipment that needs a continuous mains electricity supply and connection points, Customer must provide them where Mutu needs them at Customer's own expense;
(i) Prepare the Customer's Premises before Mutu arrives according to any instructions that Mutu gives Customer. For the avoidance of doubt, when Mutu's work is completed Customer will also be responsible for putting items back and for any necessary re-decorating.
(j) If Mutu's engineers have to enter the Customer's Premises, let them do so as long as they show their Identity Card. Mutu will meet Customer's reasonable requirements about the safety of people on the Customer's Premises and Customer must do the same for Mutu;
(k) be responsible for obtaining and maintaining any necessary licences, permits or clearances required to provide the Customer Services in any jurisdiction and where Mutu needs someone else's permission to cross or put its equipment on their premises, Customer must get that agreement for Mutu and make any necessary arrangements;
(l) Ensure that nobody tampers with Mutu's equipment that is on the Customer's Premises. If anyone does and there is any damage to or loss of Mutu's equipment, Customer must pay for any necessary repair or replacement;
(m) Ensure that nobody uses the Services:
(i) To make offensive, indecent, menacing, nuisance or hoax calls;
(ii) Fraudulently or in connection with a criminal offence and Customer must make sure that this does not happen. If a claim is made against Mutu because the Services are misused in this way, Customer must reimburse Mutu in respect of any sums Mutu is obliged to pay or any costs that Mutu incurs.
(n) comply with all national or international laws, regulations or provisions relevant for the performance of this Agreement, in particular with respect to its contractual and consumer relationships with End Users.
(o) except as otherwise authorised under this Agreement, not resell or otherwise make available the Services to any third party; (p) have no right to sell or to agree to transfer the Customer Number provided to Customer for use with the Services and Customer must not try to do so;
(q) If Customer wants a special entry in The Phone Book, let Mutu know. Where Mutu agrees to a special entry Customer must pay an extra charge and sign a separate agreement for that entry.
5.1 Mutu shalt have no responsibility for Failure of the Services as a result of any defect in Equipment or any Third Party System. Subject to any agreed Service Levels, Mutu does not warrant that the Services will be continuous or fault free end takes no responsibility for any failure on any Third Party System that affects Mutu's performance of the Services.
5.2 Mutu will work on any Fault that is reported to it according to the repair service Mutu has agreed to provide to Customer. When Mutu agrees to work on a Fault outside the hours covered by the repair service that Mutu provides to Customer, Customer must pay Mutu any extra charges that Mutu incurs.
5.3 The Customer will obtain and comply with any permission, licence, consent, registration and approval necessary for installation, operation and maintenance of its telecommunications systems and in respect of the installation and operation of any Equipment and any End User Services provided by the Customer.
5.4 Mutu shall be entitled to interrupt the availability of the Services where necessary with at least 24 hours notice for operational testing, maintenance, monitoring, preventive or curative repair or adjustment to be carried out either with respect to the Mutu System as a whole or part thereof and/or where necessary in Mutu's reasonable opinion to preserve the integrity of the Mutu System or any part thereof or the overall quality of the Services.
5.5 Mutu shall be entitled to interrupt the availability of the Services if the Customer is in material breach of its obligations hereunder but only after having given notice specifying the alleged breach to the Customer.
5.6 Mutu shall use its reasonable endeavours to correct as soon as is reasonably practicable any Fault in of Failure of the Services notified by the Customer, in accordance with the Service Levels. For the purposes of this Clause 5 a Fault shall be deemed to have commenced upon its notification to Mutu or of Mutu otherwise becoming aware of the Fault.
5.7 For the purposes of this Clause 5 Mutu shall not be responsible for Faults of Failures of the Services that are attributable to the act or omission of the Customer or Third Party Systems, force majeure events, Services suspensions made pursuant to this Clause 5 or the failure or malfunction of Equipment.
5.8 The Customer shall pay all reasonable costs incurred by Mutu in investigating and remedying any Fault of Failure of the Services that is attributable to:
(a) the negligence, act, omission, breath, or fault of the Customer or its agents or End Users, or
(b)the failure or malfunction of Equipment;
or where no fault is found after investigation by Mutu.
5.9 The Customer may terminate the Services where set out in the Service Levels.
6.1 All Charges shall be invoiced by Mutu to Customer in Pounds Sterling, at the frequency set out overleaf or in the Schedule (monthly billing is the default), and shall be payable by Customer, without deduction or set-off, within 30 days of the date of an invoice from Mutu. Mutu will send Customer its first bill shortly after the Commencement Date and will send Customer further bills in accordance with the agreed billing frequency, but Mutu may send Customer a bill at any time. Mutu will send bills to the address Customer ask it to.
6.2 Customer agrees to pay the charges for the Service by such means as is notified by Mutu from time to time. This applies whether Customer uses the Services or someone else does. If Customer cancels or ceases to use its notified means or payment or Customer pays its bill by any method other than that notified by Mutu, Customer is liable to pay a surcharge (currently £10.00) on each monthly invoice until the notified means of payment is re-instated by Customer.
6.3 Mutu will calculate any charges for Calls using the details recorded by Mutu's billing system.
6.4 If someone makes a Call without Customer's knowledge from Mutu's side of the Main Telephone Socket, Customer will not have to pay for the Call, unless Mutu proves that Customer could have taken reasonable steps to prevent the Call being made.
6.5 Customer must pay Mutu any applicable rental charges from the Commencement date. Mutu will usually ask Customer to pay the rental in advance. The rental will depend on how Mutu classifies the Customer's Line. The classifications are explained in Mutu's Price List. If Mutu supplies Customer with temporary Services, Customer may have to pay the rental in advance for the whole period that Customer wants to receive the Services.
6.6 Except where the parties have agreed the Charges are fixed and certain for the Initial Term, Mutu shall be entitled to increase its charges to the Customer upon 30 days written notification. Where Customer does not wish to accept the revised level of Charges, it may serve written notice of termination on Mutu, such termination to take effect 30 days from the date of such Customer notice subject to payment by Customer of all outstanding and accrued Charges up to the effective date of termination. The charges are fixed and certain for the Term. However, Mutu and the Customer are entitled to negotiate a variation to the Charges by written agreement and in such event the term of this Agreement will be extended for a further 36 months from the effective date of any such variation.
6.7 All Charges are exclusive of value added tax, sales tax, excise tax, gross receipts tax, withholding tax and any similar tax that may be applicable thereto and Customer agrees to pay all such applicable taxes.
6.8 Failure by Customer to pay any Charges in accordance with this Agreement shall entitle Mutu without prejudice to its other rights and remedies under this Agreement to:-
6.8.1 charge interest on a daily basis from original due date at the rate of 2 percentage points above the Barclays Bank Base Rate in the UK in force from time to time; and/or
6.8.2 suspend, disconnect or terminate the provision of the Services, having given 14 days' written notice of its intention to do so, and Customer having failed to remedy its payment default during that time. If this is necessary the following conditions may apply in respect of outgoing communications Services:
(a) Normal monthly rental will continue to be charged during any period of disconnection;
(b) Customer will be charged a fee for reconnection to Mutu Services, which is £99 per affected line, subject to VAT;
(c) If Outgoing Call Barring is placed on Customer's Line because Mutu has not received payment by the due date, a payment will be required in advance before Outgoing Call Barring is removed.
6.9 If Ofcom implements a ruling which has the effect of reducing any shared revenue received by Mutu from any Customer Number used as part of the Services, Mutu will be entitled to increase its Charges by giving as much written notice to the Customer of such increase as is practicable, and in any event not less than 14 days.
6.10 Mutu may ask Customer for a payment before one is normally due. This will not be more than the connection charge and rental for the Initial Term, except in circumstances where Mutu sends Customer a bill because it has exceeded its Call Level.
6.11 Mutu may ask for a deposit at any time, as security for payment of Customer's bills if Mutu thinks it is reasonable for it to do so.
6.12 Mutu may decide a Call Level is no longer necessary. Mutu will inform Customer of this.
7.1 Nothing in this Agreement shell exclude or restrict the liability of either party for personal injury or death resulting from the negligence of that party or of its employees acting in the course of their employment, or for fraudulent misrepresentation.
7.2 Neither party shall have any liability to the other party (whether in contract, tort or otherwise) for consequential or indirect loss or damage of any nature including but not limited to loss. Corruption or recreation of data or any form of loss of revenue, profit, business or anticipated savings. Each party shall be liable to the other party for direct loss or damage under or in connection with this Agreement for an amount not exceeding the Charges paid in the 12-month period preceding the incident that has given rise to the liability.
7.3 All implied terms conditions or warranties (whether statutory or otherwise) are hereby excluded. The provisions of this Clause 7 shall continue to apply even when this Agreement is terminated or has expired.
7.4 Each party will comply with its respective obligations under the Data Protection Act 1998 and related legislation.
7.5 Subject always to Clause 7.2. each party (the "Indemnifier") shall indemnify and hold harmless the other (the 'lndemnified") against all claims, damages, losses, liabilities, costs and expenses arising from:
(a) claims by third parties in respect of damages suffered by such third parties as a result of a breach by the Indemnifier of this Agreement or of a statutory duty;
(b) (in the case only of the Customer being the Indemnifier) claims by third parties in any way connected with the use of the Services;
(c) claims by third parties in respect of infringement of copyright, defamation libel or invasion of privacy (or any allegation thereof) arising in the course of the operation of and use of the Services:
(d) (in the case only of the Customer being the Indemnifier) claims by End Users or any other third parties in any way connected with the quality or content of any End User Services;
(e) infringement by the Indemnifier of any other third party right;
(f) (in the case only of the Customer being the Indemnifier) damage caused to the Mutu System by the Customer or the End User.
8.1 This Agreement becomes effective from the Effective Date and except as provided hereunder, will continue in full force and effect for the Initial Term. Thereafter, this Agreement shall automatically renew for successive terms of 12 months duration ("Renewal Terms") unless a party gives not less than 90 days written notice of termination of this Agreement to the other party prior to the expiry of the Initial Term or any Renewal Term."
8.2 Either party may terminate this Agreement forthwith upon written notice if;
(a) the other party is in breach of any material term or condition of this Agreement, and has failed to remedy such breach within 30 days of the non-breaching party's notice;
(b) the other party is insolvent or has become bankrupt, entered into voluntary or involuntary liquidation, has a receiver, trustee or manager appointed in respect of all or any of its assets, or has a bankruptcy order presented or winding up petition or order filed; or
8.3 Mutu may terminate this Agreement forthwith upon written notice if any licence or authorisation required by Mutu to provide the Services is revoked.
8.4 In respect of outgoing voice communications Services only, the supply of the Services, can be ended by:
(a) Customer's written cancellation on or before the 30th day of any agreed trial period (trial period offers are strictly limited to one per contract). In the case of an early termination Customer is liable for the full costs of the trial including line rental and all calls made during this period; or
(b) thereafter, one month's notice from Customer to Mutu. This notice to be received by Mutu one month before the anniversary of the Commencement Date . If such notice is not received within this time schedule the Agreement will enter a subsequent minimum 36 month term and these terms and conditions will continue to apply; or (c) one month's notice from Mutu to Customer.
8.5 In respect of outgoing voice communications Services only:
8.5.1 if Mutu give Customer notice, Customer must pay rental up to the end of that notice. If Customer give Mutu notice, Customer must pay rental until 30 days from the date Mutu receives Customer's notice, or until the end of the notice if that is later;
8.5.2 If Customer gives Mutu notice that ends during the Initial Term Customer must pay Mutu a standard cancellation charge of £150 per Customer Line. If Customer has participated in a free or reduced rate ISDN Install or other promotions or offers giving discounts, Customer is liable to repay the full costs of that install in accordance with the pre-offer Price List or conditions attached to that promotion or offer.
8.5.3 If Customer has paid any rental for a period after the end of this Agreement, Mutu will either repay it or put it towards any money Customer owes Mutu.
8.6 Customer must pay all charges for the Services until the date on which Mutu stops providing the Services.
8.7 Termination of the Agreement shall be without prejudice to either pasty's rights then accrued.
8.8 If Customer is contracted to a minimum call spend and at the end of the year it has not met the spend, then Customer will be liable to pay 20% of the difference between what has been spent and what should have been spent under this Agreement. This also applies should Customer terminate its contract with Mutu before the end of the Initial Term
9.1 Neither party shall be responsible for failure to carry out any of its duties under this agreement to the extent to which this Is caused by an event of force majeure provided that it shall take all reasonable steps to overcome end mitigate the effects of the force majeure event.
9.2 The Charges for the Services affected by a force majeure shall be reduced or waived by a equitable amount to be agreed between the parties to reflect the extent and standard to which the affected Services are being provided.
9.3 If a force majeure which results in the non-delivery of the Services (or a material part thereof) continues for more than 30 days, either party may terminate this Agreement by giving a written notice to the other party.
10.1 unless otherwise provided herein all notices and communications concerning this Agreement shall be addressed to the other party at the address set out overleaf or such other address as either party may designate from time to time in writing to the other party.
10.2 Any notice shall be in writing and shall be sent to the address of the party to be served as above written. All notices shall be delivered by hand, registered, or certified post or facsimile. Notices shall be deemed to have been received; (i) if delivered by hand, upon safe delivery, (ii) if sent by post, 72 hours after the envelope containing such notice was posted, or (iii) if sent by facsimile, when the transmission of the facsimile is complete, Notices sent by facsimile shall be confirmed by letter.
No rights or obligations of either party may be otherwise assigned or transferred to any other third party without the other party's prior written consent, except that either party may assign or transfer (on giving written notice to the other party) all of its rights and obligations under this Agreement to another undertaking in the same group of undertakings as it.
12.1 Mutu hereby grants to Customer for the duration of this Agreement, non-exclusive and non-transferable licences to use Software for the purposes of using the Services. Customer acknowledges that the provision of Software is made by Mutu strictly for use in conjunction with the Services and Customer agrees not to reproduce, copy (except for the purpose of retaining a back-up copy), alter, modify, or add to the Software or any part thereof, nor to attempt or to allow a third party to attempt to reverse engineer, translate or convert the Software from machine readable to human readable form, except as permitted by applicable law.
12.2 The Customer hereby acknowledges that all intellectual property rights in end to the Mutu System (and the platforms included within the Mutu System) and the Services (whether existing now or in the future) belong entirely and exclusively to or are licensed to Mutu. In particular, the Customer does not acquire any rights in the source code or object code of the Software.
12.3 Each party grants the other a non-exclusive royalty-free licence to copy and use that party's logos, name, trademarks and service marks ('identifying Marks") in fulfillment of its obligations hereunder for the duration of and in accordance with the terms of this Agreement. Each party acknowledges that the other's Identifying Marks are respectively the exclusive property of the other party and that they will not assert any claim of ownership to the other party's Identifying Marks or to the goodwill or reputation connected with the other party's Identifying Marks. Neither party shall incorporate the Identifying Marks of the other in any marketing or other material without the prior written approval of the other party. Upon termination of this Agreement both parties shall, as soon as practicable remove and cease to use any Identifying Marks of the other party from any marketing or promotional literature to which the other party had previously consented.
Each party shall, end shall procure that its employees and agents shell, both throughout the Term and thereafter for a period of 1 year keep confidential the provisions of this Agreement together with all other information disclosed on a confidential basis by the other party hereunder and shall not disclose the same to any person except when acting under a court order. Unless otherwise specified in writing, all information regarding the performance of the Mutu System or the Services or the business affairs of the parties and of the details of End Users (including details relating to any End Users use of the Services and/or End User Communications) shall be regarded as confidential.
14.1 If Customer asks Mutu to make any change to the Service Mutu may ask Customer to confirm its request in writing. If Mutu agrees to a change, this Agreement will be amended when Mutu confirms the change to Customer in writing.
14.2 Mutu can change the conditions of this agreement including our charges at any time. Mutu will publish any change on www.mutuuk.com at least 21 days before it takes place. Mutu will inform Customer with its next bill if there has been or will be a material change to Mutu's liability.
14.3 Headings contained herein are provided for convenience and reference only and in no way affect or limit the interpretation, contents or terms of this Agreement.
14.4 This Agreement may be executed in one or more counterparts each of which shell be deemed an original, but all of which shall constitute one and the same document,
14.5 The parties do not intend to confer any rights on a third party and do not intend that any third party should have any right to enforce this agreement. Without limiting the above, a person who is not a party to this agreement has no rights under the Contracts Rights of Third Parties Ant 1999 or otherwise to enforce any rights or remedies available to a third party which exist or are available under that Act or otherwise.
14.6 Each party to this Agreement agrees to perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.
14.7 The Customer is an independent customer and this Agreement does not, nor is intended to, constitute a partnership between the parties or make the Customer the agent of Mutu or Mutu the agent of the Customer or otherwise create any relationship of employment between the pasties. Neither party shall have the authority to assume or create any obligation on behalf or in the name of, or binding upon the other party.
14.8 In the event that a provision of this Agreement is held to be invalid, inapplicable or unenforceable such provision shall be replaced by one that comes closest to the intention of the parties and the remaining provisions of this Agreement shall be unimpaired.
14.9 No relaxation, delay or indulgence by either party in enforcing any right under this Agreement shall operate as a waiver thereof. No waiver of any term of this Agreement by any party shall be effective unless such waiver is explicit, in writing and signed by the waiving party. No waiver of any breach shall be deemed to be a waiver of any other or subsequent breach or waiver of the provision itself.
14.10 This Agreement contains the entire agreement and understanding of the parties and supersedes all prior communications, representations, agreements, understandings or arrangements either oral or written relating to the subject matter of this Agreement. No agreement or understanding or extension of this Agreement shall be binding upon either party hereto unless in writing which specifically refers to this Agreement signed by fully authorised officers or representatives of the respective parties and the provisions of this Agreement not specifically amended thereby shall remain in full force end effect.
14.11 This Agreement is governed by and subject to the law of England and Wales and each pasty submits to the exclusive jurisdiction of the English courts.