1. DEFINITIONS AND INTERPRETATION
1.1. In this Agreement (unless the context requires otherwise) the following terms shall have the following meanings:
"API" means (where applicable) the application processing interface used to access Callcredit’s online services.
"Callcredit" means Callcredit Limited, as identified on the front page of this Agreement.
“Callcredit Information Group” means Callcredit Information Group Limited (registered in England and Wales under company number 4968328) and its subsidiaries from time to time, including Callcredit.
"Callcredit’s Agent"means Creditsafe Business Solutions Limited (a company incorporated in England with number 03836192) whose registered office is at Caspian Point, Pierhead Street, Cardiff Bay, Cardiff CF10 4DQ.
"Callcredit’s Websites" means all and any areas of Internet websites operated by Callcredit from time to time inaccessible to a public user.
"Client" means the person or organisation named as the Client on the front page of this Agreement.
"Client Group Company" means any undertaking which is the Client’s parent undertaking or its subsidiary undertaking or a subsidiary undertaking of any such parent undertaking from time to time (where “undertaking”, “parent undertaking” and “subsidiary undertaking” have the meanings given to them by sections 1161 and 1162 of the Companies Act 2006).
“Client Materials” means all Client data and materials made available to Callcredit pursuant to this Agreement by (or on behalf of) the Client, including the Input.
“Client Minimum Security Standards” means the minimum information security standards to be met by the Client, as specified by Callcredit from time to time as the Client Minimum Security Standards - Level One on the web page http://www.callcredit.co.uk/legal-information/client-minimum-security-standards.
“Confidential Information” means all trade secret and confidential or proprietary information of each party including (but not limited to) information concerning its products, services, customers, suppliers, business accounts, financial or contractual arrangements or other dealings, computer systems, test data, software, source and object code, business methods and development plans, contained in any format and whether or not communicated orally and whether or not marked “confidential”. Without limiting the above, in the case of the Client’s obligations, the term Confidential Information shall be deemed to include the Output, the Software and the Documentation.
“Documentation” means all user guides provided by Callcredit to the Client in respect of the Services.
“DPA” means the Data Protection Act 1998.
“ER Regulations” means: (i) the Representation of the People (England and Wales) Regulations 2001; (ii) the Representation of the People (Scotland) Regulations 2001; (iii) the Representation of the People (Northern Ireland) Regulations 2008; and (iv) the Registration of Electors Regulations 2003 (regulations enacted within the Isle of Man).
“General Terms” means these General Terms for Callcredit Services.
“Input” means all data made available to Callcredit pursuant to this Agreement including data input onto Callcredit’s databases by (or on behalf of) the Client to enable provision of the Services.
“Output” means all data, scores, reports, documents, advice, guidance and other output and information provided by Callcredit as part of the Services.
“Permitted Purpose” means, in respect of the Services, the relevant purpose set out in Schedule 1.
“Services” means the provision of the Output (to the extent available on Callcredit’s databases) and, where appropriate, Software, Documentation and Consultancy by Callcredit to the Client as more particularly specified in Schedule 1 including, where agreed between the parties, access to Callcredit’s Websites.
“Service Conditions” means, in respect of the Services, the relevant additional terms and conditions set out in Schedule 2.
“Service Start Date” means (unless otherwise stated in the Schedule) the date upon which the Services are first made available to the Client.
“Software” means all software utilised by or made available by Callcredit in connection with the Services.
“Year” means each period of twelve consecutive months commencing on the Service Start Date or any anniversary thereof.
1.2. The Service Conditions contained in Schedule 2 form part of this Agreement and shall take precedence over the other terms and conditions of this Agreement to the extent of any inconsistency.
1.3. The Payment Schedule forms part of this Agreement and its contents shall be interpreted subject to (to the extent of any inconsistency, in descending order of precedence) any relevant Service Conditions, these General Terms and any Notes that the Payment Schedule contains.
1.4. The headings in this Agreement are for convenience only and do not affect its interpretation.
1.5. A reference to a statute or statutory provision shall be construed as reference to it as from time to time amended, consolidated, modified, extended, re-enacted or replaced and includes all statutory instruments, notices or orders made under it.
1.6. References to clauses and Schedules are to the clauses and Schedules to this Agreement. References to paragraphs are to the paragraphs within the Schedules.
1.7. References to any gender includes any other gender and the singular includes the plural and vice versa.
1.8. Any occurrence of the word “including”, “include” or “includes” shall be deemed to be followed by “without limitation” unless the context requires otherwise.
2.1. This Agreement shall be deemed to have commenced on the date that it is signed by both parties or (if earlier) on the Service Start Date and (subject to earlier termination in accordance with its terms) shall continue for the duration agreed between Callcredit’s Agent and the Client.
3. SUPPLY OF THE SERVICES
3.1. Callcredit warrants that it shall use reasonable care and skill in the provision of the Services.
3.2. 3.2 As the Services are generic in nature and are provided as part of Callcredit’s standard service offering, Callcredit may, from time to time, change the form and content of the Services and/or (as the case may be) upgrade or modify any of the methods used to access the Services. In such circumstances, Callcredit shall use reasonable endeavours that would be expected of a reputable business in the credit reference industry to give the Client not less than two months’ prior notice of any proposed material change, upgrade or modification and shall have due regard to the interests of the Client.
3.3. The Client shall ensure that it has the necessary facilities as notified by Callcredit (including computer hardware, software and communications equipment) to obtain access to the Services.
3.4. For API deliveries, Callcredit supports the current version of the API plus one previous version only. The Client must operate a supported API version. All new versions must be implemented by the Client within six months of release by Callcredit.
4. SOFTWARE AND DOCUMENTATION
4.1. Where Software and Documentation are made available to the Client pursuant to this Agreement, Callcredit grants to the Client a non-exclusive, non-transferable licence to use the Software and Documentation with effect from the Agreement Effective Date and for the duration of this Agreement for the sole purpose of enabling the Client to receive the Services.
4.2. Subject to clause 11.5.2, the Client may make such number of copies of the Software and Documentation made available to it under clause 4.1 as are necessary to receive the Services, together with one copy of each for back-up and security purposes.
5. USE OF THE SERVICES
5.1. Callcredit licenses the Client to use the Services with effect from the Agreement Effective Date and for the duration of this Agreement for the Permitted Purpose only. The Client shall not use the Services for any other purposes whatsoever.
5.2. The Client shall not sell, transfer, distribute, lease, charge or otherwise make the Services (including the Output) available to, or use the same on behalf of, any third party. For the avoidance of doubt and without limiting the generality of the foregoing, the Services may not be used by the Client to provide a business to business or business to consumer service.
5.3. Where the Client accesses the Services via a third party integrator appointed by the Client, the Client acknowledges that the third party integrator is responsible for ensuring that the Services are not affected by the fact that the Services are utilised via the third party integrator and that Callcredit cannot be responsible for any defects or delay in the Services as a result of the Services being accessed via the third party integrator rather than being accessed direct from Callcredit.
5.4. If any Authorised Data Processors are listed in Schedule 1 then, notwithstanding the provisions of clause 5.2, the Client may engage the Authorised Data Processor to use the Services for the Permitted Purpose on the Client’s behalf at the premises of the Authorised Data Processor provided that the Client enters into (and enforces) a written contract with the Authorised Data Processor including obligations that: (i) the Authorised Data Processor only uses the Services on behalf of the Client for the Permitted Purpose and then only for the duration of this Agreement; (ii) (unless expressly authorised in writing by Callcredit) the Authorised Data Processor does not under any circumstances use the Services on its own behalf or on behalf of a third party; and (iii) the Authorised Data Processor shall comply with provisions materially similar to clauses 5.2, 6, 7, 8, 12, 15 and 21 of this Agreement and any applicable Service Conditions as if it were the Client.
5.5. Title, copyright and all other intellectual property rights in the Services shall at all times remain vested in Callcredit (or its third party licensors) and the Client shall acquire no rights in them save as expressly provided in this Agreement.
5.6. Title, copyright and all other intellectual property rights in the Client Materials shall at all times remain vested in the Client (or its third party licensors) and Callcredit shall acquire no rights in them save as expressly provided in this Agreement.
5.7. The Client grants to Callcredit a non-transferable, non-exclusive licence to use and copy the Client Materials to enable Callcredit to provide the Services and to carry out its obligations under this Agreement
5.8. The Client warrants that it has the right to license the Client Materials to Callcredit for the purposes of this Agreement.
5.9. Subject to clause 5.8, Callcredit warrants that it has the right to make the Output available to the Client for the purposes of this Agreement.
6. COMPLIANCE WITH LAWS
6.1. Callcredit and the Client shall at all times in respect of the subject matter of this Agreement comply with all applicable laws, regulations and rules having equivalent effect including the DPA and the Regulations (as defined below).
6.2. The Client acknowledges that the supply of the Services by Callcredit and use thereof is governed by various statutes, regulatory requirements, codes of practice and guidelines relating to the use, provision and sharing of personal data, including the Principles of Reciprocity (being the rules (as amended from time to time) established by the Steering Committee on Reciprocity which is an unincorporated body that governs the use of shared data in the credit industry) and the ER Regulations (collectively “the Regulations”) and that the Regulations may change from time to time. The Client agrees that Callcredit may cease providing the whole or part of the Services if necessary in order to enable Callcredit to comply with the Regulations in which case Callcredit shall not be deemed to be in breach of this Agreement by reason of such cessation.
6.3. The Client is responsible for ensuring that it retains sufficient records and audits in respect of data utilised and searches made in respect of the Services as may be required by any regulator of the Client from time to time. Except as stated in the Service Conditions by express reference to this clause 6.3, Callcredit is not responsible for retaining such information.
7. SECURITY, SET UP AND ADMINISTRATION
7.1. Each party will employ operational and technological processes and procedures in accordance with good industry practice in respect of security against unauthorised use, access, loss, destruction, theft or disclosure of the Services and the other party’s Confidential Information.
7.2. The Client shall comply with all of Callcredit’s reasonable security rules and regulations (including the Client Minimum Security Standards) in place from time to time in respect of access to the Services including those relating to restrictions on password use.
7.3. Where the Client is granted access to Callcredit’s Websites it shall not access or attempt to access any part of Callcredit’s Websites that the Client does not have express authority to access.
7.4. The Client shall not carry out any linking of pages of any of Callcredit’s Websites nor shall it incorporate any part of Callcredit’s Websites as part of the Client’s own website or that of any other party.
7.5. The Client agrees that it shall not (and it shall not engage any third party to) carry out any form of vulnerability assessment, penetration testing or load testing in respect of the Services or any of Callcredit’s Websites.
7.6. The Client is responsible for set up and administration of organisational structures, user IDs and passwords in relation to its use of the Services.
8.1. Without prejudice to the provisions of clause 7 and subject to clause 8.3, each party shall in respect of the other party’s Confidential Information:
8.1.1. keep it in strictest confidence and not make it available to any third party;
8.1.2. only use it for the purposes of this Agreement and ensure that only those of its employees who need to know have access to it; and
8.1.3. ensure that, before any employee is allowed access to it, the duty of confidentiality under this clause 8 is brought to his or her attention.
8.2. Clause 8.1 survives the expiry or termination of this Agreement
8.3. Clause 8.1 does not apply to Confidential Information to the extent that:
8.3.1. it is in the public domain at the date of its disclosure or subsequently comes in to the public domain otherwise than by breach of this Agreement;
8.3.2. the receiving party can show it was lawfully in its possession or known to it by being in its use or being recorded in its files or computers or other recording media before receipt from the disclosing party, or it has been lawfully developed by or for the receiving party independently of any Confidential Information disclosed to it by the disclosing party;
8.3.3. it is lawfully disclosed to the receiving party by any third party and is not the subject of any restriction as to its use or disclosure imposed by or on that third party at the time of provision;
8.3.4. the receiving party is obliged to disclose it by law, by any court of competent jurisdiction or any regulatory body provided that (where permitted by law) it gives the disclosing party reasonable notice of such disclosure and the reason for the disclosure;
8.3.5. provision of the Services requires Callcredit to make the Confidential Information available to sub-contractors or third party data suppliers who are subject to similar obligations of confidentiality; or
8.3.6. disclosure of the Confidential Information to third parties by the receiving party is permitted under the terms of this Agreement or has been authorised in writing by the disclosing party.
9.1. Notwithstanding any other term of this Agreement, Callcredit does not limit or exclude liability for fraud or fraudulent misrepresentation or for death or personal injury arising from its negligence. Clauses 10.2 to 10.9 (inclusive) are subject to this clause 10.1.
9.2. The Client acknowledges and agrees that the data comprised within the Services is based on information provided to Callcredit by third parties over whom Callcredit has no control. Therefore, Callcredit can give no warranties or representations as to the accuracy or the completeness of the Output.
9.3. Callcredit makes no warranties or representations as to the suitability of the Output for any particular purpose. The Client is responsible for satisfying itself that the Output is suitable for any use (within the scope of the Permitted Purpose). Given the nature of the Services, Callcredit recommends that the Client does not use the Services as the sole basis for any business decision.
9.4. The Client acknowledges that where any of Callcredit’s Websites contains a link to a third party website, Callcredit is not liable for the nature or content of that other website nor for the accuracy of the material contained within that other website as such websites are outside of Callcredit’s control.
9.5. Callcredit shall not be liable for any special, indirect or consequential loss or damage arising out of or in connection with this Agreement or its subject matter (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) even if Callcredit had notice of the possibility of such loss.
9.6. Callcredit shall not be liable for any loss of business, loss of profits, loss of anticipated savings, loss of reputation, loss of goodwill, business interruption, increase in bad debt or any loss incurred by any third party arising out of or in connection with this Agreement or its subject matter (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) even if Callcredit had notice of the possibility of such loss.
9.7. Callcredit's entire aggregate liability in respect of all claims arising out of or in connection with this Agreement or its subject matter in any Year (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) shall not exceed an amount equal to (i) the sums received by or due to Callcredit from the Client under this Agreement during that Year or (ii) £5,000, whichever is the greater.
9.8. Except as expressly provided in this Agreement, all conditions and warranties or terms of equivalent effect whether express or implied (by statute or otherwise) are excluded to the fullest extent permitted by law.
9.9. The Client acknowledges that the Services may contain test data entries, details of which are available from Callcredit upon request. Callcredit excludes all liability that may arise from the granting of credit or the taking of other decisions in respect of individuals on the basis of the test data entries.
9.1.1. keep the Confidential Information in strictest confidence and not make the same available to any third party; and
9.1.2. only use the Confidential Information for the purposes of this Agreement and ensure that only those of its employees who need to know have access to the Confidential Information; and
10. PAYMENT AND COSTS
10.1. Except to the extent as otherwise specified under this clause 11.1, the Client will pay Callcredit's charges for the Services in place from time to time to Callcredit’s Agent which fees will be specified by Callcredit’s Agent under an agreement between Callcredit’s Agent and the Client. Payments made to Callcredit’s Agent pursuant to this Agreement shall be deemed to have been made to Callcredit. The Client shall also reimburse Callcredit for those reasonable expenses incurred during performance of the Services by Callcredit’s employees and consultants in accordance with Callcredit’s expenses policy in place from time to time. Invoices in respect of expenses shall be raised directly by Callcredit and shall be payable directly to Callcredit (rather than via Callcredit’s Agent).
10.2. All invoices shall be raised monthly in arrears. All sums due must be paid within 30 days of the date of the relevant invoice, unless otherwise agreed between Callcredit’s Agent and the Client in respect of search fee sums.
10.3. Value added tax is to be paid by the Client at the prevailing rate on all sums due under this Agreement.
10.4. Callcredit may increase the charges payable hereunder with effect from each 1 January during the continuance of this Agreement (the first such increase shall not take effect until the first January being not less than twelve months from the Agreement Signature Date). Any such increase shall not exceed the increase (expressed as a percentage) in the Retail Prices (all items) Index since the Agreement Signature Date or since the date of the last increase (if any) in Callcredit’s charges, whichever is the later. If that index ceases to be published then Callcredit and the Client shall agree another comparable replacement index (such agreement not to be unreasonably withheld or delayed).
10.5. If the Client merges or consolidates with, acquires or is acquired by another organisation or individual(s) (including, in either case, an acquisition of assets) or enters into an agreement that contemplates such action after the Agreement Signature Date (an “Extension Event”), the charges referred to under clause 10.1 shall not apply to the extended or additional part of the Client or other Client Group Company (the “Extended Group”). To the extent that the Extended Group is permitted to use the Services pursuant to this Agreement, the charges applicable to the Extended Group shall be Callcredit’s standard charges in place from time to time for such Services unless otherwise agreed between Callcredit and the Client.
11. SUSPENSION & TERMINATION
11.1. If the Client breaches any of its obligations under this Agreement, Callcredit shall be entitled to suspend the Services immediately. For the avoidance of doubt, suspension of the Services pursuant to this clause 11.1 shall not affect the Client’s obligations under clause 10.
11.2. Callcredit may also suspend the Services in response to or in compliance with any law, statute, legislation, order, regulation or guidance issued by government, a court of law, an emergency service or any other competent regulatory authority or if the security processes set up to protect the Services are breached in any way.
11.3. Either Callcredit or the Client may terminate this Agreement immediately on notice if:
11.3.1. the other commits any material breach of this Agreement and such breach (where capable of remedy) is not remedied to the non-defaulting party’s reasonable satisfaction within 14 days of notice specifying the breach and requiring its remedy;
11.3.2. in respect of the other, a resolution is passed or an order is made for winding up (save for the purpose of a bona fide reconstruction or amalgamation);
11.3.3. in respect of the other, an administration order is made, or a receiver or administrative receiver is appointed over any of its property or assets; or
11.3.4. the other is dissolved or is insolvent or unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.
11.4. Callcredit may suspend the Services and/or terminate this Agreement at any time if Callcredit’s contract with Callcredit’s Agent terminates for any reason whatsoever.
11.5. Subject to clause 11.6, on termination of this Agreement for any reason, the Client shall:
11.5.1. immediately cease using the Services;
11.5.2. return to Callcredit all assets which Callcredit has provided for the purposes of this Agreement including the Software and the Documentation and any other materials provided by Callcredit relating to the Services (and all copies thereof); and
11.5.3. (upon request) provide Callcredit with a certificate of compliance with this clause 11.5 signed by a duly authorised officer.
11.6. Each party acknowledges that they may each have a standard data archiving policy which includes the creation and retention of backup copies of data and other information (“Retained Data”) held on its computer systems for legal, regulatory compliance, IT restoration and disaster recovery purposes. Each party agrees that the Retained Data held by the other party shall not be subject to an obligation to be returned or deleted, whether upon termination or expiry or otherwise. For the avoidance of doubt:
11.6.1. to the extent that the Retained Data are data and other information supplied to one party by the other party, it shall remain subject to the other terms of this Agreement as may be applicable; and
11.6.2. to the extent that the Retained Data are Output or information derived from it, such data may not be used by the Client for any live operational purposes (whether such use was within the scope of the Permitted Purpose or otherwise) after the date of termination of this Agreement unless expressly stated in the relevant Service Conditions.
11.7. Callcredit carries out a due diligence process in respect of new clients, which may include checks in respect of credit rating, security and DPA compliance. The Client agrees that Callcredit may, as a result of such process (i) terminate this Agreement immediately on notice at any time during the 30 day period immediately following the Service Start Date; and (ii) request that Callcredit’s Agent refunds to the Client any charges already paid to Callcredit’s Agent in respect of Services that have not yet been performed. This right of termination shall be without prejudice to Callcredit’s other rights under this Agreement.
11.8. Callcredit may terminate provision of any element of the Services (and the corresponding elements of the Output) immediately on notice in the event that Callcredit or its licensor ceases, for any reason, to have the right to make such Services and/or Output available. Callcredit shall not be deemed to be in breach of this Agreement and shall not have any liability to the Client in respect of such termination. In such circumstances, the parties agree to enter into good faith negotiations with a view to agreeing:
11.8.1. a pro rata refund of any charges paid in advance for the terminated Services in respect of any period after the date of termination to the extent that such Services have not yet been performed; and
11.8.2. an appropriate variation to the terms of this Agreement for provision of the unaffected Services.
11.9. On termination or expiry of this Agreement for any reason, any terms of this Agreement that either expressly or by their nature extend beyond the Agreement’s termination remain in full force and effect. Without limiting the preceding sentence, the provisions of clauses 1, 5, 6, 7, 8, 9, 10, 11, 12 and clauses 14 to 22 (inclusive) shall continue after termination or expiry of this Agreement in accordance with their terms.
12. AUDIT OF BOTH PARTIES
12.1. Callcredit agrees that, subject to Callcredit being given reasonable prior written notice, it shall permit the Client and its authorised independent auditors to have reasonable access during Callcredit’s normal business hours to Callcredit’s relevant premises and relevant operations for the sole purpose of ensuring that Callcredit is complying with this Agreement.
12.2. The Client agrees that, subject to the Client being given reasonable prior written notice, it shall permit and procure Callcredit and its authorised independent auditors to have reasonable access during the Client’s normal business hours to the Client’s relevant premises and relevant operations (and those of Callcredit’s Agent) for the sole purpose of ensuring that the Client is (and Callcredit’s Agent is) complying with this Agreement.
12.3. In the event of either party exercising its rights under clauses 12.1 or 12.2 (as appropriate) the visiting party shall at all times comply with the host’s reasonable safety and security rules and regulations in place from time to time. Each party agrees to reimburse the other for all damage, losses, costs, claims, demands and expenses suffered by the other that are directly attributable to the acts or omissions of the visiting party (or its authorised representatives) in exercising its rights of access under this clause 12.
13. FORCE MAJEURE
13.1. 13.1 Neither party shall be liable to the other for any delay or non-performance of its obligations under this Agreement (except for any obligation to make payment) arising from any cause beyond its reasonable control including any of the following: act of God, governmental act, war, fire, flood, explosion, civil commotion, industrial action, failure in telecommunications services or unauthorised interference with either party’s systems or services via the Internet.
13.2. The party affected by the event of force majeure shall use reasonable endeavours to mitigate the impact of any event of force majeure and to recommence performance of its obligations under this Agreement as soon as is reasonably practicable.
13.3. If the affected party is unable to perform its obligations under this Agreement by reason of the event of force majeure for more than four weeks, the non-affected party may terminate this Agreement immediately by serving notice on the other and neither party shall be liable to the other by reason of such termination.
Any amendment, modification, variation or supplement to this Agreement must be made in writing and signed by an authorised signatory of each party.
15. ASSIGNMENT AND SUB-CONTRACTING
15.1. Either party is entitled to sub-contract the performance of any of its obligations under this Agreement provided that such party shall be liable for its obligations under this Agreement to the same extent as if it had carried out the work itself.
15.2. The Client shall not assign, transfer, charge or deal in any other manner with any or all of its rights and obligations under this Agreement without the prior written consent of Callcredit (such consent not to be unreasonably withheld or delayed).
If any provision of this Agreement is found to be illegal or unenforceable by any court of competent jurisdiction then that provision shall be deemed to be deleted, but without affecting the remaining provisions.
Nothing in this Agreement constitutes a partnership between the parties. Neither party is deemed to be the agent of the other for any purpose and neither has the power or authority to bind the other or to contract in the name of the other.
18. ENTIRE AGREEMENT
18.1. This Agreement sets out the entire agreement between the parties in relation to its subject matter and supersedes all previous written or oral agreements, representations, understandings, warranties, conditions or arrangements between the parties in relation to that subject matter.
18.2. Each party acknowledges and agrees that in entering into this Agreement it has not relied on any statement, representation, assurance, condition or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement.
18.3. Nothing in this clause 19 shall exclude or limit any liability of the parties arising as a result of any fraud or fraudulent misrepresentation.
Failure by either party to exercise or enforce any rights available to that party or the giving of any forbearance, delay or indulgence is not to be construed as a waiver of that party’s rights under this Agreement.
All notices, requests, consents and authorisations made pursuant to this Agreement must be in writing and must, where Callcredit is the recipient, be sent to its registered office address specified in Schedule 1 (or such other address as is notified to Client from time to time), and where the Client is the recipient, be sent to its registered office or trading address as specified in this Schedule 1 (or such other trading address as is notified to Callcredit from time to time). Notices may be sent either by first class mail or fax. Correctly addressed notices sent by first class mail are deemed to have been delivered seventy-two hours after posting. Notices sent by fax during the recipient’s business hours are deemed to have been delivered at the time set out in the transmission confirmation document and notices sent by fax outside the recipient’s business hours are deemed to have been sent on the first business hour (of the recipient) following transmission.
21. GOVERNING LAW AND JURISDICTION
21.1. The formation, existence, construction, performance, validity and all other aspects of this Agreement, any term of this Agreement and any non-contractual obligation undertaken or incurred in connection with this Agreement (including those arising out of pre-contractual dealings) will be governed by the laws of England.
21.2. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any disputes, which may arise out of or in any way relate to this Agreement or its formation, existence, construction, performance, validity and any non-contractual obligation undertaken or incurred in connection with this Agreement (including those arising out of pre-contractual dealings) and, for these purposes, each party irrevocably submits to the exclusive jurisdiction of the courts of England.
21.3. The rights and remedies available to the parties in connection with this Agreement are cumulative and (except as otherwise stated) are not exclusive of any rights or remedies provided by law.
22. THIRD PARTY RIGHTS
22.1. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely on or enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
22.2. Notwithstanding that any term of this Agreement may be or become enforceable by a person who is not a party to it, any of the terms of this Agreement may be varied, amended or modified or this Agreement may be suspended, cancelled or terminated by agreement in writing between the parties or this Agreement may be rescinded (in each case), without the consent of any such third party.