Terms & Conditions
- Definitions and Interpretation
- Registration and Password
- Access and Use of the Service
- Fees and Payment
- Limitation of liability
- Intellectual Property Rights
- Term and Termination
- Force Majeure
- Agreement Terms
1. Definitions and Interpretation
In this Agreement:
- 1.1 the following terms shall have the following meanings unless the context otherwise requires:
this “Agreement” these Terms and Conditions (as updated by MAP in accordance with its terms) together with the relevant Proposal “Business Day” any day other than (i) a Saturday, (ii) a Sunday or (iii) a day when the clearing banks are not physically open for business in the City of London; “Client” the client which agrees with MAP to receive the Service, as identified in the Proposal; “Commencement Date” the date stipulated as such in the Proposal, and if not set out in the Proposal it shall be the date on which the last of the Parties signs the Proposal; “Confidential Information” any information in any form or medium obtained by or on behalf of one Party from or on behalf of the other Party in connection with this Agreement which is expressly marked as confidential or which a reasonable person would reasonably consider to be confidential, whether disclosed or obtained before, on or after the date of this Agreement together with any reproductions of such information or any part of this information (and MAP’s “Confidential Information” shall include the Content); “Content” any information and materials (including works of authorship, files, processes, systems, ideas, know-how, concepts, methodologies, flowcharts, manuals, data, databases, database structures, content, descriptions, documents, notes, records, results, reports, text, research, lists, diagrams, artwork, designs, sketches, models, photographs, drawings, plans, specifications, images, logos, styles, graphics, names, devices, domain names and marks (in whatever form and on whatever media)) provided by MAP from time to time as part of the Service, and which may include Third Party Input; “Fee” a licence fee payable by the Client to access the Service, including the Content, and the Report if applicable, during a Membership Period as may be initially set out in the Proposal, or as updated by MAP from time to time, together with any other sums due to MAP under this Agreement; “Intellectual Property Rights” copyright and related rights, trade marks and service marks, trade names and domain names, rights under licenses, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, patents, rights to inventions, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; “Liability” has the meaning given to it in Clause 7.9.1; “MAP” MAP BioPharma Limited, a company registered in England and Wales under registration number 08209281 with registered office at Upper Pendrill Court, Ermine Street North, Papworth Everard, Cambridge, CB23 3UY; “Negligence” has the meaning given to it in Clause 7.9.2; “Party” MAP or the Client; “Proposal” the document agreed in writing between the Parties which, together with these Terms and Conditions, describes commercial terms agreed between the Parties including the Service being provided by MAP to the Client; “Report” a report prepared and owned by MAP, to which the Client may purchase access and licensed use via the Website under this Agreement; “Service” the service under which MAP provides access to the Content, and the Report if applicable, to its Clients; “Membership Period” the membership period of one Year (or such other period as set out in the Proposal) commencing on the Commencement Date or on the expiry of the previous membership period; “Third Party Input” any input or information originating from a third party (such as a health service); “User” any person who is given access to the Service by the Client from time to time; “Website” MAP’s website at www.mapbiopharma.com; and “Year” a period of 12 months commencing on the Commencement Date, or each subsequent period of 12 months commencing on an anniversary of the Commencement Date.
- 1.2 references to “Clauses” are to clauses of these Terms and Conditions;
- 1.3 the headings to Clauses are inserted for convenience only and shall not affect the interpretation or construction of this Agreement;
- 1.4 words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include the other gender and the neutral and references to persons shall include an individual, company, corporation, firm or partnership;
- 1.5 references to “written” or in “writing” (except in respect of sending a notice in accordance with Clause 11) includes in electronic form;
- 1.6 references to “includes” or “including” or like words or expressions shall mean without limitation; and
- 1.7 references to any statute or statutory provision shall include any subordinate legislation made under it, any provision which it has modified or re-enacted (whether with or without modification) and any provision which subsequently supersedes it or re-enacts it (whether with or without modification).
- 2.1 In consideration of, and subject to, the timely payment of the Fee and the Client’s compliance with the terms of this Agreement, MAP hereby grants to the Client, a non-exclusive, non-transferable, non-sublicensable licence during the term of this Agreement to access and use the Service, including any hard copies thereof, in the normal course of the Client’s internal business purpose including internal presentations (and not for any external use).
- 2.2 If applicable and subject to Clause 2.1, the Client shall be given access to the most up-to-date version of the Report available via the Website on the Commencement Date. If applicable, during the Membership Period the Client shall have access to the same version of the Report.
- 2.3 The Client shall allow someone to be a User only if they are an employee, director or contractor (acting in a similar role to an employee) of the Client and for whom the Client has already registered as a User with MAP and paid the Fee to MAP for such User to have access to the Service.
- 2.4 Subject to Clause 2.1, the Client shall not permit any person who is not registered as a User with MAP, and who fulfils the criteria for being a User as described in this Agreement, to access or use the Service.
- 2.5 Except for the Report if applicable, if the Client would like to make access to the Service available to any additional User, then it shall first contact MAP to discuss and pay for any additional Fees, and the Client shall pay any additional Fees prior to such access.
- 2.6 If applicable, if the Client would like to make access to the Report available to any additional User, then it shall contact MAP and request access to the Report for such additional User. MAP shall promptly enable such access in an electronic e-mail format to the Client at no extra charge.
- 2.7 The Client shall not allow anyone other than as authorised by MAP to access the Service, and the Client shall take all reasonable steps to prevent such access. The Client shall not use the Service on an outsourcing or service bureau or application service provider basis.
- 2.8 Except to the extent provided by law, the Client shall not reproduce (or copy, publish, post, broadcast, transmit, disseminate, sell, license, distribute, circulate or make available) any part of the Service for any purpose other than as expressly permitted in this Agreement, unless MAP gives its express prior written consent. Any reproduction and all such Intellectual Property Rights shall be the property of MAP.
- 2.9 The Client shall only ever use the version of the Content as is available on the Website and shall not use previous versions of the Content.
- 2.10 Subject to Clause 2.9, the Client shall ensure that MAP’s proprietary notice (e.g. “© MAP [date stipulated by MAP]” All rights reserved”) or, where indicated, the notice of MAP’s licensors must clearly appear in all electronic or hard copies of any Content, Report if applicable, or other extracts from the Website.
- 2.11 Any rights in respect of the Content, Report or Service not expressly granted in these Terms and Conditions by MAP are reserved.
- 2.12 The Third Party Input belongs to the third party supplier. MAP may change the rights of the Client and the Users to use the Third Party Input from time to time, if the rights of MAP are changed by the third party. MAP shall not have any responsibility or Liability for the Third Party Input or anything based on the Third Party Input.
- 2.13 If the Client or its Users are in breach of any of Clauses 2, 3, 4 or 9 or any of them is misusing the Service or MAP’s Intellectual Property Rights or this Agreement has been suspended or terminated, then MAP may disable access to any of the Service at any time and without notice whether by use of a code, by disabling access on its servers, by remote access or by physical attendance at any place where the Service is being accessed from or otherwise.
3. Registration and Passwords
- 3.1 To use and access the Service, Users must be registered for the Service with MAP and have passwords. The Client shall be responsible for the safekeeping of passwords and maintaining their confidentiality and ensuring that the Users do the same.
- 3.2 The Client shall (and shall procure that the Users) notify MAP immediately of any unauthorised use of any password or other breach of security of which the Client becomes aware.
- 3.3 MAP may suspend the Client’s or a User’s access to the Service or any of its part if it reasonably believes the access to be unauthorised. MAP shall inform in writing the Client that it is doing so.
4. Access and Use of the Service
- 4.1 Subject to Clause 2.2, MAP may update the Service and the Content from time to time. MAP may make reasonable changes to the features available to the Client from time to time.
- 4.2 The Client shall (and shall procure that the Users shall):
- 4.2.1 not interfere with any other person’s use of the Service or otherwise act in a way that negatively affects another client’s or user’s use of the Service;
- 4.2.2 not cause any of the Service to be interrupted, damaged, rendered less efficient or in any way impaired; and
- 4.2.3 not do anything contrary to MAP’s interests.
- 5.1 MAP warrants that:
- 5.1.1 it has the right to enter into this Agreement and to grant the Client a right to access and use the Service; and
- 5.1.2 it shall use its reasonable skill and care in providing the Service
- 5.2 MAP does not warrant that the Service will meet the Client’s (or Users’) present or future specific individual needs or requirements or that the Service will be complete, error-free, wholly accurate or up-to-date or that it will be delivered without interruption, fault or error. The Client also acknowledges that MAP is reliant on any provider of any Third Party Input and also that there may be a time delay between new Third Party Input arising and the Content being updated. The Service is intended to act as a useful guide. If the Client has any critical needs or requires bespoke advice, MAP recommends that the Client obtains specific and bespoke advice, which can be provided by MAP under a separate consultancy service.
- 5.3 The Service is designed to provide 99% availability to Users and MAP shall use its reasonable commercial endeavours to maintain and monitor the Service so that the Service has 99% availability at all reasonable times (other than maintenance). It may be necessary to suspend or restrict the Service at any time for any reason including for any urgent or planned maintenance. In addition, MAP does not control the internet connection or access to it. Accordingly, MAP does not warrant that the Service will be uninterrupted or error-free or that it will be available at any particular speed.
- 5.4 Although MAP uses firewall, virus and content filtering software, MAP cannot guarantee 100% security and shall not have any Liability for damage to, unauthorised access to, or viruses or other code that may affect, the Website or any computer equipment, software, data or other property as a result of the Client’s or Users’ access to the Website, Content, and Report if applicable. MAP shall also not have any Liability for the actions of third parties in breaching any security measures.
- 5.5 Other than the warranties given in this Clause 5, to the fullest extent permitted by law, any warranty, guarantee, representation, condition or other term (whether express or implied by statute, common law or otherwise) is hereby excluded by MAP.
6. Fees and Payment
- 6.1 Upon acceptance of this Agreement, MAP shall issue an invoice to the Client specifying the Fee due for the initial Membership Period. Unless agreed otherwise by MAP in writing, all Fees shall become due on the first day of the Client’s access to the relevant Service. The Fee for subsequent Membership Periods shall be payable annually in advance.
- 6.2 The Client shall pay MAP the Fee within 30 days of the date of the invoice, by electronic transfer to MAP’s bank account or by any payment method reasonably stipulated by MAP.
- 6.3 Prior to any additional Users having access to the Service (beyond the amount of Users set out in the Proposal, or if no number is set out there it shall be for one User), the Client shall pay for the additional number of Users on a per User per Year basis as described in the Proposal (or otherwise according to MAP’s standard rates for additional Users).
- 6.4 MAP may update the Fee from time to time by providing at least three months’ prior written warning to the Client. Such update shall take effect on the first day of a Membership Period.
- 6.5 All sums due to MAP are exclusive of VAT and other duties or taxes (if applicable) which the Client shall pay to MAP in addition at the same time as payment of the Fee.
- 6.6 Payment shall be in the currency of England from time to time.
- 6.7 Payment of all sums due under this Agreement shall be made by the Client without any set-off, deduction or withholding whatsoever.
- 6.8 No payment shall be considered to be paid until it is received in cleared funds. The Client shall not have a right to access or use the Service until it has paid the Fee and any applicable taxes in full.
- 6.9 If the laws of any part of the territory where the Client is based requires the Client to withhold tax on any payment which the Client is obliged to make to MAP under this Agreement, the Client shall:
- 6.9.1 obtain a proper receipt and discharge for the tax so deducted and forward it without delay to MAP;
- 6.9.2 do all such other things and take such other steps as may be reasonably required to enable MAP to obtain any tax credit which may be available to it; and
- 6.9.3 in the event that any taxes deducted cannot be reclaimed, make up to MAP any shortfalls in payment attributable to such tax deductions.
- 6.10 If the Client is late in paying any part of any monies due to MAP, MAP may (without prejudice to any other right or remedy available to it whether under this Agreement or by any statute, regulation or by-law) do either or both of the following:
- 6.10.1 charge interest and other charges on the amount due but unpaid in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 from time to time from the due date until payment (after as well as before judgment), such interest to run from day to day and to be compounded monthly; or
- 6.10.2 give the Client at least five Business Days’ notice that it is suspending the Client’s access to the Service with immediate effect until MAP receives the outstanding Fees in full.
7. Limitation of liability
- 7.1 This Clause 7 prevails over all other Clauses and sets forth the entire Liability of each Party, and the sole and exclusive remedies of the other Party, in respect of:
- 7.1.1 performance, non-performance, purported performance, delay in performance or mis-performance of this Agreement or of any services or deliverables in connection with this Agreement; or
- 7.1.2 otherwise in relation to this Agreement or entering into this Agreement.
- 7.2 Neither Party excludes or limits its Liability for:
- 7.2.1 its fraud; or
- 7.2.2 death or personal injury caused by its Negligence; or
- 7.2.3 any infringement of the other Party’s Intellectual Property Rights or Confidential Information; or
- 7.2.4 any Liability which cannot be excluded or limited by applicable law.
- 7.3 Subject to Clause 7.2, each Party hereby excludes any and all Liability for Negligence other than any Liability arising pursuant to the terms of this Agreement.
- 7.4 Subject to Clause 7.2, neither Party shall have Liability in respect of any indirect or consequential losses, damages, costs or expenses, or other special remedies, whether or not such losses, damages, costs or expenses, or other special remedies were reasonably foreseeable or the Party in default or its agents had been advised of the possibility of the other incurring the same.
- 7.5 Subject to Clauses 7.2 and 7.7, the total aggregate Liability of each Party for all causes of action arising in each Year shall be limited to the greater of: (a) £5,000; or (b) 110% of the total sums paid and total other sums payable, in aggregate, by the Client to MAP under this Agreement, in that Year.
- 7.6 The limitation of Liability under Clause 7.5 has effect in relation to both any Liability expressly provided for under this Agreement, and any Liability arising by reason of the invalidity or unenforceability of any term of this Agreement.
- 7.7 The Client shall not limit its Liability for failure to pay the Fees.
- 7.8 The Parties acknowledge that this Clause 7 is fair and reasonable having regard to the Parties’ respective sizes and positions to insure, and with the objective that the Client uses the Service as background only and not to rely on for decisions that could have a costly impact.
- 7.9 In this Agreement:
- 7.9.1 “Liability” means liability in or for breach of contract (including liability under any indemnity), Negligence, deliberate tort, misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Agreement, including liability expressly provided for under this Agreement or arising by reason of the invalidity or unenforceability of any term of this Agreement (and for the purposes of this definition, all references to “this Agreement” shall be deemed to include any collateral contract); and
- 7.9.2 “Negligence” means the breach of any (i) obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill in the performance of the contract or (ii) common law duty to take reasonable care or exercise reasonable skill (but not any stricter duty).
- 8.1 Each Party shall keep and procure to be kept secret and confidential the Confidential Information of the other Party and shall not use nor disclose the same save:
- 8.1.1 for the purposes of the proper performance of this Agreement; or
- 8.1.2 as otherwise permitted by this Agreement; or
- 8.1.3 with the prior written consent of the other Party.
- 8.2 Where one Party discloses Confidential Information of the other Party to its representative, employee, User, professional adviser or insurer, it shall do so subject to obligations equivalent to those set out in this Clause 8. Each Party shall use its reasonable endeavours to ensure that any such representative, employee, User, professional adviser or insurer complies with such obligations.
- 8.3 The obligations of confidentiality in this Clause 8 shall not extend to any matter which either Party can show:
- 8.3.1 is in, or has become part of, the public domain other than as a result of a breach of the confidentiality obligations of this Agreement; or
- 8.3.2 was in its written records prior to receipt; or
- 8.3.3 was independently developed by it; or
- 8.3.4 was independently disclosed to it by a third party entitled to disclose the same.
- 8.4 If either Party is required to disclose the Confidential Information of the other Party under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction, then the Party so required may disclose the Confidential Information to the extent required but shall, prior to any disclosure where practicable, give the other Party as much notice thereof as practicable and notify and consult with the other Party and, at the other Party’s request and cost, fully co-operate with and assist that other Party in opposing any such disclosure.
- 8.5 The Parties agree that any breach of this Clause 8 may not be adequately compensated by money damages alone and therefore either Party shall be entitled without proof of special damage, in addition to any other right or remedy available to it (including an action for damages), to the remedies of injunction, specific performance and other equitable relief for any actual, threatened or potential breach.
- 8.6 MAP may identify the Client as its client and the type of services provided by MAP to the Client, provided that in doing so MAP shall not (without the Client’s prior written consent) reveal any Confidential Information of the Client.
- 8.7 The obligations of this Clause 8 shall continue after termination of this Agreement for whatever reason.
9. Intellectual Property Rights
- 9.1 The Client acknowledges that, as between the Parties, the legal and beneficial interest in Intellectual Property Rights relating to, or developed by MAP or its third party suppliers in connection with the Service, Content and Report belong to MAP and its licensors.
- 9.2 If the Client reasonably suspects or becomes aware of any improper or wrongful use of the Intellectual Property Rights owned, licensed or used by MAP in relation to the Service, it shall forthwith inform MAP of this. The Client shall, if requested by MAP, assist MAP in taking any steps in connection with the protection or defence thereof as MAP may determine, the costs of which shall be borne by the Client in respect of a User’s improper or wrongful use, but for all other such use MAP shall bear any reasonable costs thereof.
- 9.3 The Client shall permit MAP and MAP’s representatives at all reasonable times and on reasonable notice to enter such places and inspect such equipment under the Client’s control and monitor the Client’s use of the Services (whether remotely or not) to verify that the Client and its Users are complying with the terms of this Agreement and not infringing MAP’s or its licensors’ Intellectual Property Rights.
10. Term and Termination
- 10.1 This Agreement shall commence on the Commencement Date and, subject to earlier termination under this Agreement, shall continue until the end of the Membership Period and, except for the Report if applicable, shall automatically renew for successive Membership Periods unless terminated by either Party giving no less than two months’ notice to the other Party, such notice to end on the last day of a Membership Period.
- 10.2 Either Party may terminate this Agreement by notifying the other Party with immediate effect if:
- 10.2.1 the other Party is in material breach of any of its obligations under this Agreement which are incapable of remedy;
- 10.2.2 the other Party fails to remedy, where capable of remedy, any material breach of any of its obligations under this Agreement after having been required in writing to remedy such breach within a period of no less than 30 days; or
- 10.2.3 the other Party gives notice to any of its creditors that it has suspended or is about to suspend payment or if it shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or an order is made or a resolution is passed for the winding-up of the other Party or an administration order is made or an administrator is appointed to manage the affairs, business and property of the other Party or a receiver or manager or administrative receiver is appointed in respect of all or any of the other Party’s assets or undertaking or circumstances arise which entitle the court or a creditor to appoint a receiver or manager or administrative receiver or administrator or which entitle the court to make a winding-up or bankruptcy order or the other Party takes or suffers any similar or analogous action in consequence of debt in any jurisdiction.
- 10.3 MAP may terminate this Agreement by notifying the Client with immediate effect if the Client materially (or in MAP’s opinion persistently) breaches the terms of Clauses 2, 3, 4, 6, 8 or 9.
- 10.4 Upon termination or expiry of this Agreement:
- 10.4.1 the Client shall immediately cease accessing the Service and cease using any password in relation to the Service, and procure that the Users do the same; and
- 10.4.2 each Party may at its option require the other Party to promptly delete the Confidential Information of the Party from any computer disks, tapes, memory, storage or other material in its possession or under its control or promptly deliver up or destroy materials and tangible items in its possession or under its control which contain any materials allowing access to the Service. Each Party may require an authorised representative of the other Party to provide a written declaration, signed by an officer or other authorised individual, stating that there has been full compliance with this Clause 10.4.2.
- 10.5 Termination of this Agreement will be without prejudice to any other rights or remedies which the Parties may be entitled to under this Agreement or at law and will not affect any accrued rights or liabilities of either Party nor the coming into force or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after termination.
- 11.1 Any notice required or authorised to be given under this Agreement shall be in writing and served by e-mail, personal delivery or by recorded delivery or overnight courier to the relevant Party at its address stated in this Agreement or at such other address as is notified by the relevant Party to the other Party for this purpose from time to time or at the address of the relevant Party last known to the other Party.
- 11.2 Any notice so given by electronic e-mail shall be deemed to have been delivered on the same working day, or if the e-mail is sent outside of working days (weekend days, or public holidays or bank holidays in the UK) it shall be deemed delivered the next working day, and in providing such service it shall be sufficient to prove that the e-mail was properly sent; recorded delivery or overnight courier shall be deemed to have been served two Business Days after the same shall have been despatched, and in proving such service it shall be sufficient to prove that the letter was properly addressed and, as the case may be, despatched.
12. Force Majeure
- 12.1 MAP shall not have any Liability for any breach, hindrance or delay in performance of its obligations under this Agreement which is caused by circumstances beyond its reasonable control including any act of God, actions or omissions of third parties (including suppliers, couriers, hackers, governments, quasi-governmental, supra-national or local authorities), insurrection, riot, civil war, civil commotion, war, hostilities, threat of war, warlike operations, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, national emergencies, terrorism, nuclear, chemical or biological contamination or sonic boom, piracy, arrests, restraints or detainments of any competent authority, blockade, strikes or combinations or lock-out of workmen, epidemic, fire, explosion, storm, flood, drought, adverse weather conditions, loss at sea, earthquake, natural disaster, accident, collapse of building structures, failure of plant machinery or machinery or third party computers or third party hardware or vehicles, failure or problems with public utility supplies (including general: electrical, telecoms, water, gas, postal, courier, communications or Internet disruption or failure), shortage of or delay in or inability to obtain supplies, stocks, storage, materials, equipment or transportation (“Event of Force Majeure”), regardless of whether the circumstances in question could have been foreseen.
- 12.2 MAP agrees to use its reasonable commercial endeavours to inform the Client upon becoming aware of an Event of Force Majeure.
- 12.3 MAP’s provision of the Service shall be suspended during the period that the circumstances of the Event of Force Majeure persist.
- 12.4 If the Event of Force Majeure continues without a break for more than three months, either Party may terminate this Agreement immediately by notice to the other, in which event neither Party shall have any Liability by reason of such termination.
- 13.1 Subject to any assignee (in the case of an assignment) confirming in writing to be bound by the provisions of this Agreement, MAP may assign, transfer, novate or subcontract its rights, liabilities or obligations under this Agreement either in whole or in part to any other person, firm or company. MAP shall promptly give notice to the Client of any such assignment.
- 13.2 The Client shall not (or purport to) assign, sub-license, transfer, novate, charge or otherwise encumber, create any trust over or deal in any manner with this Agreement or any of its rights, liabilities or obligations under this Agreement without the prior written consent of MAP (such consent not to be unreasonably withheld or delayed).
14. Agreement Terms
- 14.1 The Parties may agree for MAP to provide consultancy or other services to the Client, in which case those other services will be covered by a separate agreement between the Parties.
- 14.2 This Agreement contains all the terms agreed among the Parties regarding its subject matter and supersedes and excludes any prior agreement, understanding or arrangement between the Parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the Parties prior to this Agreement except as expressly stated in this Agreement. Neither Party shall have any remedy in respect of any untrue statement made by the other Party upon which that Party relied in entering into this Agreement (unless such untrue statement was made fraudulently) and that Party’s only remedies shall be for breach of contract as provided in this Agreement.
- 14.3 This Agreement constitutes the whole agreement and understanding of the Parties as to the subject matter hereof and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to herein.
- 14.4 The terms of this Agreement apply to the exclusion of any terms and conditions submitted, proposed or stipulated by the Client whether such terms and conditions are contained in the Client’s purchase orders, documents or otherwise.
- 14.5 MAP may update these Terms and Conditions by giving no less than three months’ prior notice.
- 14.6 Subject to Clause 14.5, no change to the specific terms of this Agreement shall be binding unless it is agreed in writing by both Parties, unless such change is required by applicable law.
- 14.7 If the Client provides MAP with a purchase order, this shall be purely for the Client’s administrative purposes only and shall not form part of this Agreement.
- 14.8 This Agreement shall become legally binding between the Parties (i) when the Client has agreed in writing to the relevant Proposal; or (ii) upon the use or access by the Client or any User of the Service.
- 14.9 In the event of any irreconcilable conflict between the Proposal and these Terms and Conditions, then the Proposal shall prevail over these Terms and Conditions.
- 15.1 The relationship of the Parties is that of independent contractors dealing at arm’s length. Nothing in this Agreement shall constitute the Parties as partners, joint ventures or co-owners, or constitute either Party as the agent, employee or representative of the other Party.
- 15.2 Unless a Party expressly states in writing that it is waiving a particular power, right or remedy in a particular stated instance, no failure or delay or omission by either Party in exercising any power, right or remedy under this Agreement or at law shall operate as a waiver of such power, right or remedy; and no waiver in any particular instance shall extend to or affect any other or subsequent event or impair any powers, rights or remedies in respect of it or in any way modify or diminish that Party’s other powers, rights or remedies under this Agreement or at law.
- 15.3 If any Clause or other provision in this Agreement shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall in no way affect any other Clause or provision or part of any Clause or provision, all of which shall remain in full force and effect.
- 15.4 Nothing in this Agreement shall create or be deemed to create a partnership, an agency or a relationship of employer and employee between the Parties.
- 15.5 This Agreement does not and is not intended to confer any rights to any third party. A person who is not a Party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
- 15.6 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. If the Client is domiciled:
- 15.6.1 in the European Union, the exclusive forum for settling any disputes which may arise out of or in connection with this Agreement shall be the English courts;
- 15.6.2 outside the European Union, any dispute which may arise out of or in connection with this Agreement shall be exclusively referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this Clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English.
All dealings, correspondence and contacts between the Parties shall be made or conducted in the English language.
Version: 011. November 2019