Terms of Use of SHAP Software

These Master Terms (as defined in clause 1.1) are dated Monday, 05 January 2026.

1. Definitions and interpretations

1.1. In these Terms,

Agreement	means the contract between the Supplier and the Customer for the supply of the Service, comprising in the following order of precedence: the Order Form (or the SHAP Kit purchase agreement but only those provisions within it that relate to the complimentary provision of the Service for a fixed period of time), these Master Terms and the Documentation;
Application	means the software or applications used by or on behalf of the Supplier to provide the Services;
Authorised Users	means, in respect of the relevant Service, the named users authorised by the Customer to use that Service in accordance with these Terms;
Business Day	means a day other than a Saturday, Sunday or bank or public holiday in England;
Customer	has the meaning given in the relevant Order Form;
Customer Data	means all data (in any form) that is provided to the Supplier or uploaded or hosted on any part of any Service by the Customer or by any Authorised User;
Data Protection Laws	means all applicable data-protection and privacy legislation in force from time to time in the United Kingdom, including but not limited to the UK General Data Protection Regulation (as retained under the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019), the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003;
Documentation	means (a) the Service’s description available at www.shap.ecs.soton.ac.uk; and (b) the SHAP Kit’s description available at www.shap.ecs.soton.ac.uk.
Force Majeure	means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under this Agreement (provided that an inability to pay is not Force Majeure), including any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet;
Intellectual Property Rights	means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case: (a) whether registered or not; (b) including any applications to protect or register such rights; (c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent or future; and (e) wherever existing;
Master Terms	means the terms set out in the clauses and other provisions of this document (including any schedule), as Updated from time to time;
Materials	means all services, data, information, content, Intellectual Property Rights, websites, software and other materials provided by or on behalf of the Supplier in connection with the Service, but excluding all the Customer Data;
Non-Supplier Materials	means Materials provided, controlled or owned by or on behalf of a third party the use of which is subject to a separate agreement or licence between the Customer and the relevant third party (including such Non-Supplier Materials which may be linked to, interact with or used by the Services) and all other Materials expressly identified as Non-Supplier Materials in the Agreement;
Order Acceptance	means the effective date of the relevant Order Form or, where the Service is provided on a complimentary basis in connection with a SHAP Kit purchased under a separate agreement, the commencement date of that complimentary period as specified in such purchase agreement;
Order Form	means the Supplier’s order form (including its schedules, annexes and appendices (if any)) ordering the Service entered into by or on behalf of the Customer and the Supplier, incorporating these Master Terms and form part of the Agreement;
Permitted Downtime	means (a) scheduled maintenance which the Supplier shall use reasonable endeavours to inform the Customer in advance; (b) emergency maintenance; or (c) downtime caused in whole or part by Force Majeure;
Permitted Purpose	means use solely for the Customer’s non-commercial internal operation and scientific research, in each case in accordance with the applicable Documentation and the Agreement. Permitted Purpose expressly excludes any of the following to the maximum extent permitted by law: (a) copying, reproducing, publishing, distributing, redistributing, broadcasting, transmitting, modifying, adapting, editing, abstracting, storing, archiving, displaying publicly or to third parties, selling, licensing, leasing, renting, assigning, transferring, disclosing (in each case whether or not for charge) or in any way commercially, clinically, or medically exploiting any part of the Service or Documentation; (b) permitting any use of the Service or Documentation in any manner by any third party (including permitting use in connection with any timesharing or service bureau, outsourced or similar service to third parties or making the Service or Documentation (or any part) available to any third party or allowing or permitting a third party to do any of the foregoing); (c) combining, merging or otherwise permitting the Service (or any part of it or any Application) to become incorporated in any other program or service, or arranging or creating derivative works based on it (in whole or in part); or (d) attempting to reverse engineer, observe, study or test the functioning of or decompile the Applications or the Services (or any part), except as expressly permitted under the Agreement;
Personal Data	means any information relating to an identified or identifiable natural person as defined under the Data Protection Laws;
Purchased Authorised User Accounts	means, in respect of the Service, the individual user accounts allocated to the number of Authorised Users permitted to use the Service as set out in the Order Form, each account being personal to a single Authorised User and not transferable or shareable;
Relief Event	means any: (a) breach of the Agreement by the Customer; (b) negligence of the Customer or any of the Authorised Users; (c) other unlawful acts or omissions of the Customer or any of the Authorised Users; or (d) Force Majeure;
Service	means the software as a service to which the Customer has subscribed as set out in the Order Form;
Service Hours	means twenty-four (24) hours a day, seven (7) days a week excluding the Permitted Downtime;
Service Period	means (subject to clause 16) the Service, the duration during which such service is to be provided, including any complimentary access period associated with the purchase of a SHAP Kit, as initially set out in the Order Form and as varied in accordance with the Agreement;
SHAP Kit	means the physical toolkits sold by the Supplier that is designed to operate in conjunction with the Service;
Subscription Fee	means, in respect of the Service, the fees payable by the Customer in consideration of the Service as set out in the Order Form;
Supplier	means University of Southampton, incorporated by Royal Charter in England and Wales with its company number RC000668 and principal office address at University Road, Southampton, SO17 1BJ, United Kingdom;
Supplier Provided Materials	means all of the Materials provided or made available by or on behalf of the Supplier, but excluding all Customer Data and all Non-Supplier Materials;
Supplier’s Confidential Information	means all information (whether in oral, written or electronic form) relating to the Supplier’s business including information relating to the Supplier’s technology, know-how, Intellectual Property Rights, assets, finances, strategy, products and customers. All information relating to the pricing, user manual, the description and any other technical or operational specifications or data relating to the Service shall be part of the Supplier’s Confidential Information;
Update	has the meaning given in clause 6.2, and Updated shall be construed accordingly;
Update Notification	has the meaning given in clause 6.1; and
VAT	means United Kingdom value added tax, any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom.

1.2. In the Agreement, unless otherwise stated:

1.2.1. the table of contents, background section and the clause, paragraph, schedule or other headings in the Agreement are included for convenience only and shall have no effect on interpretation;

1.2.2. the Supplier and the Customer are together the parties and each a party, and a reference to a party includes that party’s successors and permitted assigns;

1.2.3. words in the singular include the plural and vice versa;

1.2.4. any words that follow “include”, “includes”, “including”, “in particular” or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.5. a reference to “writing” or “written” includes any method of reproducing words in a legible and non-transitory form (including email);

1.2.6. a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time and a reference to legislation includes all subordinate legislation made from time to time under that legislation; and

1.2.7. a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

1.2.8. Any obligation of the Supplier under the Agreement to comply or ensure compliance by any person or the Service with any law shall be limited to compliance only with laws as generally applicable to businesses and to providers of software as a service solutions. Such obligations shall not be construed to create any obligation on the Supplier (or anyone acting on its behalf) or any part of the Service to comply with any laws or regulations which apply solely to specific commercial or other activities (such as insurance, legal advice or banking or other professional services) or which apply solely to a specific commercial or non-commercial sector (or part thereof) (such as the public, legal, accountancy, actuarial, insurance, banking or financial service sectors).

2. Rights of Use

2.1. Upon the Order Acceptance and subject to the terms of the Agreement, the Supplier grants the Customer a non-exclusive, non-transferable, personal right to:

2.1.1. use the Service during the Service Hours; and

2.1.2. copy and use the Documentation as strictly necessary for its use by the Authorised Users of the Service,

during the Service Period for the Permitted Purpose.

2.2. The Customer acknowledges that use of the Service is at all times subject to the Customer’s compliance with the Agreement (including all minimum system requirements) and the following acceptable use obligations:

2.2.1. the Customer shall not (and shall ensure that its Authorised Users do not):

(a) use the Service for any unlawful, fraudulent, defamatory or offensive purpose;

(b) upload, store or transmit any material that infringes third-party rights, contains any virus, or is otherwise harmful to the Service or any person;

(d) interfere with, damage or disrupt the operation or security of the Service;

(e) use any automated means (including bots, crawlers or scripts) to access or extract data from the Service; or

(f) use the Service in a manner inconsistent with the Agreement or any written instruction issued by the Supplier.

2.2.2. The Customer shall ensure that all information and data submitted through the Service are accurate, lawful, and free from viruses, and that it holds all necessary rights and consents for their use.

2.3. The Customer acknowledges that the Service does not include:

2.3.1. any services, systems or equipment required to access the internet and / or transmit data (and all associated costs and expenses incurred by the Customer in this regard in connection with use of the Service are the responsibility of the Customer); or

2.3.2. data back up or disaster recovery facilities (and the Customer shall ensure it at all times maintains backups of all Customer Data according to its requirements).

3. Authorised Users

3.1. The Customer shall ensure that only Authorised Users use the Services and that such use is at all times in accordance with the Agreement.

3.2. The Customer shall establish and maintain a list of all the Authorised Users and shall provide to the Supplier, on written request, an anonymised or aggregated summary sufficient to verify compliance with this clause 3.

3.3. The Customer shall ensure that the number of the Authorised Users for the Service does not exceed the number of the Purchased Authorised User Accounts for the Service at any time. The Authorised User accounts cannot be shared or used concurrently by more than one individual.

3.4. Without prejudice to any other right or remedy of the Supplier, in the event the Customer is in breach of clause 3.3, the Customer shall be liable to pay for the number of the Authorised Users above the number of Purchased Authorised User Accounts for the Service for the relevant period during which usage was exceeded as set out in the Order Form.

3.5. For the purpose of verifying compliance with this clause 3, the Supplier may, upon reasonable notice and no more than once per calendar year, require the Customer to produce reasonable evidence of user numbers or to permit a remote usage audit, provided that any such verification shall not require the Supplier to receive or process personal data of individual users.

3.6. The Customer shall:

3.6.1. be liable for the acts and omissions of the Authorised Users as if they were its own;

3.6.2. only provide the Authorised Users with access to the Services via provided by the Supplier and shall not provide access to (or permit access by) anyone other than an Authorised User; and

3.6.3. procure that each Authorised User is aware of, and complies with, the obligations and restrictions imposed on the Customer under the Agreement, including all obligations and restrictions relating to the Supplier’s Confidential Information.

3.7. The Customer warrants and represents that it, and all the Authorised Users and all others acting on its or their behalf (including systems administrators), shall keep confidential and not share with any third party their password or access details for the Service.

3.8. The Customer shall, and shall ensure all the Authorised Users shall, at all times comply with all provisions of the Agreement.

3.9. The Customer shall comply, and shall ensure all the Authorised Users comply, with all applicable laws, rules, and regulations governing export that apply to the Service, the Customer Data and the Documentation (or any part), and shall not export or re-export, directly or indirectly, separately or as a part of a system, the Service, the Customer Data or the Documentation (or any part) to, or access or use the Services, the Customer Data or the Documentation (or any part) in, any country or territory for which an export licence or other approval is required under the laws of the United Kingdom, without first obtaining such licence or other approval. Without prejudice to the Supplier’s obligations under applicable data protection laws, the Customer shall be solely responsible for ensuring its access, importation and use of the Service, the Customer Data and Documentation in or into anywhere complies with all export and other laws.

3.10. Clauses 3.6 to 3.9 (inclusive) shall survive termination or expiry of the Agreement.

4. Indemnity

4.1. The Customer shall indemnify, keep indemnified and hold harmless the Supplier from and against any losses, including without limitation claims, damages, liability, costs (including legal and other professional fees) and expenses incurred by it (or any of its Affiliates) as a result of the Customer’s breach of the Agreement.

4.2. This clause 4 shall survive termination or expiry of the Agreement.

5. Data Protection

5.1. Each party shall comply with all applicable Data Protection Laws in its own processing of the Personal Data under the Agreement. The parties acknowledge that such Personal Data is limited to information necessary for creating, managing, and using the Authorised User accounts for access to the Service, and each party shall keep such data secure, confidential, and delete it when no longer required.

6. Changes to services and terms

6.1. The Supplier may at its absolute discretion make, and notify the Customer of, updated versions of these Master Terms and the Documentation from time to time by notifying the Customer of such update by e-mail or by any other means which the Supplier elects (“Update Notification”).

6.2. The documents subject to such an Update Notification shall replace the preceding version of the same documents for the purposes of the Agreement with immediate effect upon the Update Notification of such revised documents (“Update”), or at such later date as the Supplier may specify.

6.3. Subject to the provisions of this clause 6.3, the Supplier shall be entitled to modify the features and functionality of the Service. Without restriction, such changes may include changing the volume of data which may be used, stored or transmitted in connection with the Service, altering data retention periods, or restricting access to application programming interfaces. Such changes must be introduced by an Update and any such modification shall not materially adversely affect the Customer’s use of the Service.

6.4. In the event that any Update has a material adverse impact on the Customer’s use of the Service, the Customer may by notice elect to terminate the Agreement with immediate effect in respect of the Service provided it gives written notice to the Supplier within one (1) month of the Update taking effect. In the event of such termination, the Customer shall be entitled to a pro rata refund of any Subscription Fee paid in advance for the period after the effective date of termination.

7. Fees

7.1. The Subscription Fee expressly agreed between the parties in writing shall be paid by the Customer at the rates and in the manner described in the Order Form.

7.2. The Supplier shall invoice the Customer annually in advance for the Subscription Fee due under the Agreement, and the invoices shall be paid within thirty (30) calendar days of the date on the invoice.

7.3. The Subscription Fee is exclusive of VAT which, if applicable, shall be payable by the Customer in addition at the rate and in the manner prescribed by law.

7.4. The Subscription Fee payable to the Supplier under the Agreement shall be paid into the Supplier’s bank account designated by the Supplier unless otherwise notified by the Supplier to the Customer in writing in accordance with the Agreement.

7.5. The Supplier shall have the right to charge interest on overdue invoices at the rate of 4% per year above the base rate of Bank of England, calculated from the date when payment of the invoice becomes due for payment up to and including the date of actual payment whether before or after judgment.

7.6. The Supplier shall be entitled to increase the Subscription Fee for the Service at any time by notice to the Customer provided that the Supplier shall not be entitled to increase the Fees on less than four (4) weeks prior notice or more than once every twelve (12) months.

7.7. Subject to clauses 6.4, 8.4 and 10.2.3, any Subscription Fee paid by the Customer are non-refundable.

8. Disclaimers and limitations

8.1. The Service is provided “as is” and “as available”. To the fullest extent permitted by law, all warranties, conditions, terms and undertakings (whether express or implied by statute, common law or otherwise) are excluded, including any implied warranties of quality, fitness for purpose, reasonable care and skill, or ability to achieve a particular result.

8.2. The Supplier does not warrant that the Service will be uninterrupted, error-free, or suitable for any specific purpose.

8.3. The Service may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties. The Customer acknowledges that such risks are inherent in cloud services and that the Supplier shall have no liability for any such delays, interruptions, errors or other problems.

8.4. If, due to the Supplier’s breach of the Agreement, the Service become unusable for a continuous period of four (4) consecutive weeks, the Customer’s sole and exclusive remedy shall be a pro rata refund of any prepaid Fees corresponding to the affected period.

8.5. The Services may enable access to or use of the Non-Supplier Materials. The Supplier does not control and is not responsible for any Non-Supplier Materials, and such materials are provided entirely at the Customer’s own risk and subject to the applicable third-party terms.

8.6. Except as expressly stated in clause 8.4, the Supplier shall have no liability arising out of or in connection with the performance, non-performance, availability or quality of the Service.

9. Intellectual property

9.1. All Intellectual Property Rights in and to the Service (including in all Applications, Documentation and all Supplier Provided Materials) belong to and shall remain vested in the Supplier or the relevant third party owner.

9.2. Except as expressly stated in the Order Form, the Supplier has no obligation to deliver any copies of any software to the Customer in connection with the Agreement or the Service.

9.3. To the extent the Non-Supplier Materials are made available to, or used by or on behalf of the Customer or any Authorised User in connection with the use or provision of the Service, such use of the Non-Supplier Materials (including all licence terms) shall be exclusively governed by applicable third party terms notified or made available by the Supplier or the third party and not by this Agreement. The Supplier grants no Intellectual Property Rights or other rights in connection with any Non-Supplier Materials.

9.4. Except for the rights expressly granted in the Agreement, the Customer and any Authorised User and their direct and indirect sub-contractors or other related third parties, shall not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Services (or any part, including the Applications, Documentation, or Supplier Provided Materials) and no Intellectual Property Rights of either party are transferred or licensed as a result of the Agreement.

9.5. This clause 8 shall survive the termination or expiry of the Agreement.

10. Third party intellectual property claims

10.1. The Supplier owns or holds the necessary rights to provide the Service. The Service is provided without any warranty or representation that their use will not infringe the rights of any third party.

10.2. If any third party alleges that the Customer’s use of the Service infringes its intellectual property rights, the Supplier may, at its sole discretion and expense,

10.2.1. modify the Service to avoid infringement;

10.2.2. obtain a right for the Customer to continue using the Service; or

10.2.3. terminate the affected Services and refund the Customer on a pro rata basis the Subscription Fee paid in advance for the remaining period.

10.3. The remedies set out in clause 10.2 are the Customer’s sole and exclusive remedies in respect of any actual or alleged infringement of third-party intellectual property rights arising from use of the Service.

11. Customer Data

11.1. Customer Data shall at all times remain the property of the Customer or its licensors.

11.2. Except to the extent the Supplier has direct obligations under data protection laws, the Customer acknowledges that the Supplier has no control over any Customer Data hosted as part of the provision of the Service and may not actively monitor or have access to the content of the Customer Data. The Customer shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Customer Data and that its use (including use in connection with the Service) complies with all applicable laws and Intellectual Property Rights.

11.3. If the Supplier becomes aware of any allegation that any Customer Data may not comply with any part of the Agreement, the Supplier shall have the right to permanently delete or otherwise remove or suspend access to any Customer Data which is suspected of being in breach of any of the foregoing from the Service and / or disclose Customer Data to law enforcement authorities (in each case without the need to consult the Customer). Where reasonably practicable and lawful, the Supplier shall notify the Customer before taking such action.

11.4. Except as otherwise expressly agreed in the Agreement, the Supplier shall not be obliged to provide the Customer with any assistance extracting, transferring or recovering any data whether during or after the Service Period. The Customer acknowledges and agrees that the Customer is responsible for maintaining safe backups and copies of any Customer Data, including as necessary to ensure the continuation of the Customer’s operation. The Customer shall, without limitation, ensure that it backs up (or procures the back up of) all Customer Data regularly (in accordance with its, its Authorised Affiliates and its Authorised User’s needs) and extracts it from the Service prior to the termination or expiry of the Agreement or the cessation or suspension of the Service.

11.5. The Supplier routinely undertakes regular backups of the Service (which may include Customer Data) for its own business continuity purposes. The Customer acknowledges that such steps do not in any way make the Supplier responsible for ensuring the Customer Data does not become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, the Supplier shall not be responsible (under any legal theory, including in negligence) for any loss of availability of, or corruption or damage to, any Customer Data.

12. Confidential information

12.1. Each party shall keep confidential and not use or disclose any information of a confidential nature concerning the other party’s business, affairs, customers, suppliers, operations or plans (the “Confidential Information”) except as permitted by this clause.

12.2. A party may disclose Confidential Information:

12.2.1. to its employees, officers, advisers and contractors who need to know it for the purposes of the Agreement and who are bound by equivalent duties of confidence;

12.2.2. as required by law, a court of competent jurisdiction, or any governmental, regulatory or supervisory authority; and

12.2.3. to the extent necessary to perform its obligations under the Agreement.

12.3. The Customer acknowledges that the Supplier is subject to the Freedom of Information Act 2000 and may be required to disclose information relating to the Agreement. The Supplier shall, where lawful and practicable, consult the Customer before any such disclosure, but the final decision as to disclosure shall rest with the Supplier.

12.4. This clause does not apply to information that:

12.4.1. is or becomes public other than through breach of this clause;

12.4.2. was lawfully in a party’s possession before disclosure; or

12.4.3. is independently developed without use of the other party’s Confidential Information.

12.5. The obligations in this clause shall survive termination or expiry of this Agreement for five (5) years.

13. Relief

13.1. To the maximum extent permitted by law, the Supplier shall not be liable (under any legal theory, including negligence) for any breach, delay or default in the performance of this Agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by any Relief Event

14. Limitation of liability

14.1. Except as expressly stated in the Agreement, the Supplier shall have no liability arising out of or in connection with the performance, non-performance, availability or quality of the Services.

14.2. Unless otherwise expressly permitted in this Agreement, the Customer’s sole and exclusive remedy for any claim or circumstance giving rise to a remedy shall be as set out in clauses 6.4, 8.4 and 10.2.3.

14.3. To the fullest extent permitted by law, the Supplier shall not be liable for any indirect, consequential or special loss, or for any loss of profit, revenue, data, goodwill or business opportunity, whether arising in contract, tort (including negligence) or otherwise.

14.4. Nothing in the Agreement limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be limited or excluded.

14.5. This clause 14 shall survive termination or expiry of the Agreement.

15. Renewal

15.1. Unless the Order Form specifies, there shall be no automatic renewals on expiry of the Service Period indicated in the Order Form for the Service.

16. Term and termination

16.1. The Agreement shall come into force on Order Acceptance and, unless terminated earlier in accordance with its terms, shall continue for the duration of the Service Period after which it shall automatically expire.

16.2. Either party may terminate the Agreement immediately at any time by giving notice in writing to the other party if the other party:

16.2.1. commits a material breach of the Agreement and such breach is not remediable;

16.2.2. commits a material breach of the Agreement which is not remedied within ten (10) Business Days of receiving written notice of such breach; or

16.2.3. has failed to pay any amount due under the Agreement on the due date and such amount remains unpaid within five (5) Business Days after the other party has received notification that the payment is overdue.

17. Consequences of termination

17.1. On termination or expiry of the Agreement (for any reason), the rights granted by the Supplier under the Agreement shall immediately terminate and the Customer shall, and shall procure that each Authorised User shall:

17.1.1. immediately stop using the Service; and

17.1.2. destroy and delete or, if requested by the Supplier, return any copies of the Documentation in its possession or control (or in the possession or control of any person acting on behalf of any of them).

17.2. Termination or expiry of the Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of the Agreement that is expressly or by implication intended to continue beyond termination.

18. Entire agreement

18.1. The Agreement and any documents entered into pursuant to it constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.

18.2. Each party acknowledges that it has not entered into the Agreement or any documents entered into pursuant to it in reliance on, and, subject to clause 18.3 shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Agreement. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Agreement.

19. Notices

19.1. Any notice or other communication under the Agreement shall be in writing, in English, and sent by email to the designated email address of the receiving party set out in clause 19.2.

19.2. Notices shall be sent to:

19.2.1. for the Supplier: Click or tap here to enter text.; and

19.2.2. for the Customer: the email address specified in the Order Form (as updated by written notice to the Supplier).

19.3. A notice shall be deemed received at the time of transmission, provided that the sender does not receive an automatic error message indicating failed delivery.

19.4. Either party may update its designated email address by giving written notice to the other party in accordance with this clause.

19.5. This clause does not apply to notices in connection with legal proceedings.

20. Variation

20.1. No variation of the Agreement shall be valid or effective unless it is:

20.1.1. an Update made in accordance with the Agreement; or

20.1.2. made in writing, refers to the Agreement and is duly signed or executed by, or on behalf of, each party.

21. Assignment and subcontracting

21.1. Neither party may assign, transfer, sub-contract, sub-licence, mortgage, charge, declare a trust over or otherwise deal with any of its rights or obligations under this Agreement, except with the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

22. No partnership or agency

22.1. The parties are independent and are not partners or principal and agent and the Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.

23. Severance

23.1. If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Agreement shall not be affected.

24. Waiver

24.1. A failure or delay by either party to enforce any right or remedy under the Agreement shall not constitute a waiver of that right or remedy, and any waiver must be in writing to be effective.

25. Third party rights

25.1. A person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.

26. Authority

26.1. Each party represents and warrants to the other that it has the right, power and authority to enter into the Agreement and grant to the other the rights (if any) contemplated in the Agreement and to perform its obligations under the Agreement.

27. Governing law

27.1. The Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

28. Jurisdiction

28.1. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Agreement, its subject matter or formation (including non-contractual disputes or claims).