Terms & Conditions
ALL ABOUT GAMES
TERMS AND CONDITIONS FOR PROVISION OF SERVICES
1. DEFINITIONS AND INTERPRETATION
1.1 In these Terms and Conditions, unless expressly stated to the contrary:
All About Games, we, us means All About Games Consulting Limited (registered number 13192694) a company incorporated in England and Wales whose registered office is at 3 Queens Square, London WC1N 3AR;
All About Games Personnel means the employees, staff, other workers and agents of All About Games and any of their subcontractors or agents who are engaged in the provision of the Services from time to time;
Business Day means a day other than a Saturday or a Sunday or a public holiday in England and Wales;
Charges means the charges set out in the Statement of Work;
Confidential Information of a party shall mean all information, in whatever form, disclosed, made available by, or otherwise emanating from that party in connection with these Terms and Conditions (and shall include its terms and, in the case of All About Games’ Confidential Information, all information relating to the specification and performance of the Services). Confidential Information shall not include information which:
(a) at the time of disclosure is in the public domain;
(b) after disclosure becomes part of the public domain otherwise than by breach by a party of the provisions of these Terms and Conditions;
(c) was already in the possession of the receiving party at the time of disclosure;
(d) was received by the receiving party after disclosure from a third party who was not required to hold it in confidence; or
(e) is trivial and/or obvious;
Contract means the contract between the Customer and All About Games for the supply of Services which is governed by these Terms and Conditions and the terms set out in the relevant Statement of Work in accordance with clause 1.6;
Customer, you means the entity receiving the Services identified in the Statement of Work;
Customer Materials means all information, data, materials, documentation and software in any form which are provided or made available by the Customer in connection with the Services;
Customer Personnel means the employees, staff, other workers and agents of the Customer and any of the Customer’s contractors or agents;
Data Protection Legislation means (i) the Data Protection Directive (Directive 95/46/EC) (DP Directive), the General Data Protection Regulation (Regulation (EU) 2016/679) (GDPR) and the Directive on Privacy and Electronic Communications (Directive 2002/58/EC) (Privacy Directive) as applicable; (ii) any national legislation implementing or otherwise relating to the DP Directive, GDPR and/or the Privacy Directive; (iii) any applicable data protection laws and regulations, orders and the equivalent, as amended and in force from time to time in the United Kingdom (UK), including but not limited to the Data Protection Act 2018, the Privacy Directive, and all applicable subordinate legislation, statutory instruments and implementing legislation (including without limitation relevant provisions of the European Union (Withdrawal) Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019/419) implementing, modifying, merging or otherwise relating to the GDPR as retained under UK law (UK GDPR); and (iv) any relevant codes of practice, guidelines and recommendations issued by the Information Commissioner or other applicable regulator, the Article 29 Working Party or European Data Protection Board in relation to the processing of personal data;
Deliverables means all documents, products, reports and other materials to be provided by All About Games to the Customer as part of the Services;
Financial Distress Event means where the Customer receives any demand for repayment of lending facilities or All About Games concludes in its discretion that: (i) the financial position of the Customer has deteriorated to such an extent that its ability to pay the Charges or otherwise comply with the terms of these Terms and Conditions is put in jeopardy; or (ii) the Customer has no realistic prospect of avoiding an Insolvency Event;
Group Company means, in relation to a party, any group undertaking (as defined in section 1161 of the Companies Act 2006) of that party, in each case from time to time;
Initial Term means the initial term of the Contract, if any, as set out in the Statement of Work;
Insolvency Event means any corporate action, application, order, proceeding or appointment or other step is taken or made by or in respect of a party for any composition, compromise or arrangement with its creditors generally, any restructuring plan, any moratorium, its winding-up (other than for the purpose of a bona fide scheme of solvent reconstruction or amalgamation), dissolution, administration, receivership (administrative or otherwise) or bankruptcy, or if it is unable to pay its debts as they fall due, or if it ceases to trade or if a distress, execution or other legal process is levied against any of its assets which is not discharged or paid out in full within three Business Days or if any event analogous to any of the foregoing shall occur in any jurisdiction in which that party is incorporated, resident or carries on business;
Intellectual Property Rights means all intellectual property rights, including patents, trade and service marks, rights to domain names, rights in passing off, registered and unregistered designs, rights in confidential information, rights in know-how, database rights, topography rights, copyright (including rights in software), rights in any invention, and applications for registration of any of the foregoing, and the right to apply therefor, in each case in any part of the world;
Personal Data has the meaning given in applicable Data Protection Legislation;
Processing has the meaning given in applicable Data Protection Legislation;
Representative means in respect of each party, its nominated representative to be its primary point of contact in relation to the Services, as set out in the Statement of Work;
Service Address means, in relation to each party, the address to which a notice shall be served pursuant to clause 15 and as set out in the Statement of Work;
Services means the services described in the Statement of Work;
Statement of Work or SOW means the statement of work or engagement letter prepared by All About Games for the Customer setting out the Services, the Charges and other applicable terms;
Terms and Conditions means these terms and conditions as amended from time to time in accordance with clause 16.5;
Working Hours means [09:00 – 17:00] on Business Days.
1.2 References to statutes or statutory provisions shall be construed to include references to those statutes or statutory provisions as amended or re-enacted from time to time and shall include any orders, regulations, instruments or other subordinate legislation under them.
1.3 The headings in these Terms and Conditions are for ease of reference only and shall not in any way affect its construction or interpretation.
1.4 Reference to a party to these Terms and Conditions shall include its personal representatives, successors in title and permitted assigns.
1.5 These Terms and Conditions shall apply to the exclusion of any standard terms and conditions of the Customer.
1.6 The documents listed below shall together form and be read and construed as part of the Contract. In the event of any ambiguity or conflict, the following order of precedence shall apply:
1.6.1 the Statement of Work; and
1.6.2 these Terms and Conditions.
1.7 Unless expressly stated to the contrary in these Terms and Conditions:
1.7.1 words denoting the singular include the plural and vice versa, words denoting any one gender include all genders and vice versa, and references to persons include individuals, partnerships, bodies corporate and unincorporated associations;
1.7.2 the words and phrases “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as the preceding words where a wider construction is possible.
2.1 This Contract shall be legally binding from the date of the Statement of Work and shall cover the provision of all Services from such date until termination or expiry of the Contract.
2.2 This Contract shall continue, subject to earlier termination in accordance with its terms, until:
2.2.1 completion of the Services; or
2.2.2 where an Initial Term has been specified, until expiry of the Initial Term following which, this Contract shall automatically continue until terminated by either party giving not less than 90 days’ written notice to the other (such notice not to take effect prior to expiry of the Initial Term).
3.1 Subject to the Customer paying the Charges, All About Games shall use reasonable endeavours to provide the Services in all material respects in accordance with the Contract.
3.2 All About Games shall perform its obligations under the Contract with reasonable care and skill.
3.3 Any service or performance dates given by All About Games are given in good faith but are estimates only and time shall not be of the essence in respect of them. All About Games will use its reasonable endeavours to meet such dates, but will not be liable for any costs or damages resulting from delays.
4 CUSTOMER OBLIGATIONS
4.1 The Customer shall:
4.1.1 provide All About Games and All About Games Personnel, in a timely manner, with such co-operation, assistance and information as may be required by All About Games to enable it to fulfil its obligations under the Contract;
4.1.2 take all reasonable precautions to protect the health and safety of All About Games Personnel while at the Customer’s premises, including providing All About Games and All About Games Personnel with a copy of the emergency and health and safety procedures;
4.1.3 provide All About Games with access to appropriately skilled and experienced Customer Personnel as reasonably required by All About Games to fulfil its obligations under the Contract;
4.1.4 cooperate with the reasonable requests of All About Games’ Representative for the purpose of provision of the Services;
4.1.5 notify All About Games of the identity of its Representative; and
4.1.6 comply with its obligations under all applicable laws in relation to its activities under the Contract.
4.2 All About Games shall not be in breach of the Contract and shall not be liable to the Customer in respect of any failure or delay by All About Games to perform its obligations under the Contract to the extent that such failure is a result of:
4.2.1 a failure or delay by the Customer in performing any of its obligations under the Contract;
4.2.2 any negligent, tortious or unlawful act of the Customer or the Customer Personnel; or
4.2.3 All About Games complying with any instruction or request by the Customer.
4.3 The Customer shall indemnify All About Games at all times against all claims, demands, costs (including legal costs on a full indemnity basis), expenses, losses and liabilities incurred by All About Games as a result of any damage to All About Games’ (or All About Games Personnel’s) property and the death or injury of any of All About Games Personnel caused by the actions or omission of the Customer or any of the Customer Personnel.
5 CHARGES AND PAYMENT
5.1 The Customer agrees to pay the Charges in accordance with the Contract.
5.2 All About Games may invoice in respect of the Charges on or after the final day of the month to which they apply.
5.3 Payment of All About Games’ invoices shall be made by the Customer no later than ten Business Days after the date of the applicable invoice.
5.4 All Charges and payments to be made by the Customer under the Contract shall be exclusive of VAT, which shall be payable by the Customer in addition, wherever relevant at the rate and in the manner from time to time prescribed by law.
5.5 The Customer shall reimburse All About Games for the hotel, travel and subsistence costs and other expenses reasonably incurred by All About Games Personnel in connection with the provision of the Services and All About Games shall invoice the Customer in arrears in respect of them.
5.6 All amounts due to All About Games under the Contract shall be paid in full without any set off, abatement, cross claim, deduction or withholding of any kind other than as required by law.
5.7 If the Customer fails to make any payment when due, All About Games may charge interest at an annual rate equal to four per cent above the official Bank Rate from time to time (as determined by the Bank of England’s Monetary Policy Committee), which shall accrue daily (both before and after any judgment) and shall be compounded quarterly.
5.8 If payment of any amount due from the Customer is overdue by three Business Days or more, All About Games may:
5.8.1 suspend performance of the Services in whole or in part; and/or
5.8.2 amend the terms set out in this clause 5 and/or any applicable terms contained within the Contract, including to reduce the period for payment set out in clause 5.3 or require payment of the Charges monthly in advance, by providing at least five Business Days’ notice to the Customer.
6 LIMITATIONS ON LIABILITY
6.1 Subject to clauses 6.2 and 6.4, All About Games’ total aggregate liability in respect of all claims (and series of related claims) arising from or in connection with the Contract shall be limited to a sum equal to 100% of the Charges payable by the Customer under such Contract.
6.2 Notwithstanding any other provision of the Contract, but subject to clause 6.4, All About Games shall have no liability however caused in each case whether suffered by the Customer or any third party for any:
6.2.1 direct or indirect loss of or damage to:
(g) anticipated savings;
(k) use; or
6.2.2 costs of wasted management or staff time; or
6.2.3 indirect or consequential loss or damage; or
6.2.4 loss or damage suffered by the Customer as a result of a claim brought by a third party except as set out in clause 7.4.
6.3 The parties agree that each of the sub-clauses in clause 6.2 and each of the sub-paragraphs 6.2.1(a) to 6.2.1(k) in sub-clause 6.2.1 constitute separate terms and the introductory wording of clause 6.2 shall be applied to each of them separately. If there is any claim or finding that any such individual sub-clause or sub-paragraph is unenforceable for any reason, such unenforceability shall not affect any other provision within clause 6.2 or otherwise.
6.4 The term “however caused” when used or referred to in this clause 6 shall cover all causes and actions giving rise to liability of All About Games arising out of or in connection with the Contract or the Services: (i) whether arising by reason of any misrepresentation (whether made prior to and/or in the Contract), negligence, other tort, breach of statutory duty, repudiation, renunciation or other breach of contract, restitution or otherwise; (ii) whether arising under any indemnity; (iii) whether caused by any total or partial failure or delay in supply of the Services; and (iv) whether deliberate (but not in bad faith) or otherwise, however fundamental the result.
6.5 All About Games’ liability shall not be limited or excluded by any provision of the Contract to the extent prohibited or limited by law and in particular nothing in the Contract shall exclude or limit liability:
6.5.1 for death or personal injury caused by negligence to the extent prohibited by law;
6.5.2 for fraudulent misrepresentation or other fraud.
6.6 Except as expressly set out in the Contract all warranties, conditions, terms and liabilities express or implied, statutory or otherwise, on the part of All About Games, in respect of compliance with descriptions, quality or fitness for purpose are excluded except to the extent such exclusion is prohibited or limited by law.
6.7 The Customer shall indemnify All About Games at all times against all claims, demands, costs (including legal costs on a full indemnity basis) expenses, losses and liabilities incurred by All About Games as a result of any third party claim against All About Games arising out of the Contract or the Services, which is in excess of the liability expressly accepted by All About Games under the Contract.
6.8 Without prejudice to any duty of the Customer at common law, the Customer shall take such steps as All About Games may reasonably require to mitigate or reduce any losses or claims that may arise in relation to the Contract.
7 INTELLECTUAL PROPERTY RIGHTS
7.1 Notwithstanding any other provision of the Contract, all Intellectual Property Rights in or arising from the Services or any other services or other items provided by or on behalf of All About Games (excluding the Customer Materials) (Supplier IPRs) belong to All About Games and/or its licensors exclusively and the Customer shall have no rights in relation to them other than the limited right to use them as is necessary for the term of the Contract for the proper and usual use of the Services. If notwithstanding this, any Supplier IPRs are acquired by the Customer (including any new Supplier IPRs), the Customer hereby assigns all such Supplier IPRs to All About Games.
7.2 The Customer grants All About Games a non-exclusive, royalty-free licence to use, copy and modify the Customer Materials for the term of the Contract for the purpose of providing the Services.
7.3 Subject to clause 6 and the remainder of this clause 7, if a claim is brought against All About Games that All About Games’ use of the Customer Materials in accordance with the terms of the Contract infringes a third party’s Intellectual Property Rights (a Customer Intellectual Property Claim), the Customer shall indemnify All About Games for any amount awarded against All About Games as damages by a court of competent jurisdiction in respect of or paid by All About Games to such third party in settlement of the Customer Intellectual Property Claim.
7.4 Subject to clause 6 and the remainder of this clause 7, if a claim is brought against the Customer that the Customer’s use of the Services in accordance with the terms of the Contract infringes a third party’s Intellectual Property Rights in the United Kingdom (a Supplier Intellectual Property Claim), All About Games shall indemnify the Customer for any amount awarded against the Customer as damages by a court of competent jurisdiction in respect of or agreed by All About Games in accordance with this clause 7 and paid by the Customer to such third party in settlement of the Intellectual Property Claim.
7.5 The provisions of clauses 7.3 and 7.4 shall not apply to a claim unless the indemnified party:
7.5.1 promptly and in any event within seven days of becoming aware of the same notifies the other party of any actual, potential or threatened claim;
7.5.2 makes no admission as to liability nor agrees to any settlement of a claim without the indemnifying party’s prior written consent;
7.5.3 promptly provides at its own expense all assistance, co-operation and information required by the indemnifying party in connection with any actual, potential or threatened Customer Intellectual Property Claim or Supplier Intellectual Property Claim;
7.5.4 takes reasonable steps to mitigate losses it may suffer as a result of the claim;
7.5.5 gives the indemnifying party sole conduct and control of (including sole authority to defend or settle) the claim; and
7.5.6 where the indemnifying party does not elect or is otherwise unable to conduct a claim in accordance with clause 7.5.5, take such action as the indemnifying party may reasonably request to avoid, dispute, resist, mitigate, settle or defend the claim and to appeal against any judgment given in respect of the claim.
7.6 The provisions of clause 7.4 above shall not apply to a Supplier Intellectual Property Claim which is attributable to or arises as a result of:
7.6.1 the use of the Deliverables in combination with any hardware, software, materials or other equipment not supplied or approved in writing by All About Games;
7.6.2 any modification of the Deliverables, other than by or on behalf of All About Games;
7.6.3 the use of the Deliverables in a manner contrary to All About Games’ instructions;
7.6.4 the use of the Customer Materials;
7.6.5 the use of the Deliverables after notice of the actual or alleged infringement from All About Games or any other person;
7.6.6 bespoke work produced by All About Games based on the Customer’s specific instructions or requirements; or
7.6.7 the Customer’s breach, negligence or wilful misconduct.
7.7 If any Supplier Intellectual Property Claim is made, or in All About Games’ reasonable opinion is likely to be made, All About Games may at its sole option:
7.7.1 procure for the Customer the right to continue using the Deliverables (or any part thereof) which are the subject of All About Games Intellectual Property Claim;
7.7.2 modify or replace the Deliverables in question so that they become non-infringing; or
7.7.3 if the remedies set out in clauses 7.7.1 or 7.7.2 are not in All About Games’ opinion reasonably available (including on the grounds of cost), terminate these Terms and Conditions immediately by notice in writing to the Customer and refund the Charges paid by the Customer as at the date of termination (less a reasonable sum in respect of the Customer’s use of the Deliverables to the date of termination).
7.8 This clause 7 sets out the Customer’s sole and exclusive remedies and All About Games’ only liability in respect of any Supplier Intellectual Property Claim.
8.1 Either party may terminate the Contract at any time on giving written notice to the other party if the other party:
8.1.1 commits an irremediable material breach of the Contract;
8.1.2 commits a material breach of the Contract which is capable of being remedied but has failed to remedy such breach within 30 days after having received written notice from the terminating party requiring the same; or
8.1.3 suffers an Insolvency Event.
8.2 All About Games may terminate the Contract on giving written notice to the Customer if:
8.2.1 payment of any amount due from the Customer is overdue by three Business Days or more;
8.2.2 the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
8.2.3 a Financial Distress Event occurs.
8.3 Termination or expiry of the Contract shall not affect:
8.3.1 any right or liabilities which have accrued prior to the date of its termination or expiry; or
8.3.2 the continuance in force of any provision hereof which expressly or by implication is intended to come into or continue in force after termination or expiry, including clauses 6, 8 and 12.
8.4 Upon termination or expiry of the Contract:
8.4.1 the Customer shall immediately return any materials or equipment in its possession or under its control which belong to or were supplied by All About Games; and
8.4.2 All About Games shall issue an invoice in respect of all outstanding Charges, and the Customer shall pay such invoice in accordance with clause 5.
9 FORCE MAJEURE
All About Games shall not be liable for any delay in performance of, or failure to perform, its obligations under the Contract if such delay or failure results from circumstances beyond its reasonable control, including but not limited to strikes, lockouts or other industrial action (whether involving the workforce of All About Games or of any other party), acts of God, epidemics, pandemics, civil emergencies, war, riot, civil commotion, acts of terrorism, theft, malicious damage, compliance with any law or governmental Statement of Work, rule, regulation or direction, accident, failure or breakdown of plant, machinery, systems or vehicles, fire, flood, extreme weather conditions, power failure, failure of telecommunications networks or default of suppliers or sub-contractors (Force Majeure Event).
10.1 The Customer and All About Games agree that the entry into this Contract, its performance or its extension shall not for the purposes of the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended from time to time (Regulations) constitute a “relevant transfer” of any employees of the Customer (or any contractor engaged by the Customer in providing services similar to the Services (Customer Contractor)). If, however, a contract of employment between the Customer (or any Customer Contractor) and any person has effect, pursuant to the Regulations, as if originally made between All About Games and such person, or if a claim is made to such effect, All About Games may within 3 months of becoming aware of such event terminate such contract. The Customer shall indemnify and keep All About Games indemnified at all times from and against all claims, costs (including legal costs on a full indemnity basis), expenses, losses and liabilities reasonably incurred by All About Games in respect of the employment, and the termination of the employment, of any such employees and in respect of any claim arising out of the actual or alleged application of the Regulations to this Contract, its performance or its extension.
11.1 Except as a result of a response to a general public advertisement not specifically targeted at any employee of All About Games, while the Contract is in force and for a period of twelve months following its expiry or termination, the Customer shall not solicit the employment of, or employ or offer employment to any person who is or has been engaged as an employee of All About Games on work or activities relating to the Services and/or the Contract. In this clause “employ” and “employment” shall include, without limitation, the engagement of such person in any capacity, whether as an employee, director, contractor, consultant or otherwise. If the Customer is in breach of this provision, it shall, if requested, pay to All About Games as liquidated damages, an amount equal to 100% of the value of the final gross annual emoluments payable by All About Games, to such person including any bonus entitlement and commissions and calculated before deduction of tax, national insurance or any other deductions. Any claim for or payment of such liquidated damages shall be without prejudice to All About Games’ right to seek injunctive or other equitable relief.
12.1 Without prejudice to each party’s other rights and remedies, each party shall treat as confidential any Confidential Information of the other and shall not divulge such Confidential Information to a third party nor make any use of such Confidential Information (other than in performance of the Contract) without the other’s written consent.
12.2 Nothing in these Terms and Conditions shall prevent a party from disclosing information:
12.2.1 to those of its officers and employees reasonably required to have the same in order for such party to perform its obligations under these Terms and Conditions provided that such party shall procure that such officers and employees comply with the provisions of this clause;
12.2.2 to its solicitors, accountants, surveyors, insurers and other professional advisors under an obligation of confidentiality; and
12.2.3 as is required to be disclosed by a party by an order of any court of competent jurisdiction or in connection with any proceedings of any such court or otherwise by force of law or regulation having the force of law or the rules of any regulatory authority.
12.3 The Customer permits All About Games to make reference to the Customer as a customer of All About Games in All About Games’ publicity materials.
13 DATA PROTECTION
13.1 Each party shall comply with its obligations under applicable Data Protection Legislation.
13.2 Where the Customer provides All About Games with data, or requires All About Games to Process any data, including Personal Data, the Customer warrants and represents that it has all rights and authorisations to share such data with All About Games and that it is not in breach of applicable Data Protection Legislation or any other applicable law in so doing.
13.3 The Customer indemnifies and keeps All About Games indemnified at all times against all claims, allegations, demands, costs (including legal costs on a full indemnity basis), compensation claims, penalties, fines, expenses, losses and liabilities incurred by All About Games arising out of or in connection with the Customer’s breach of clause 13.2 including in relation to:
13.3.1 any Processing of the data referred to in clause 13.2 carried out by All About Games; and
13.3.2 any claim or allegation that All About Games’ use of the data referred to in clause 13.2 breaches any third party Intellectual Property Rights.
14 ASSIGNMENT AND SUB-CONTRACTING
14.1 All About Games shall be entitled to assign, novate, charge, sub-contract or declare a trust over all or any of its rights and obligations the Contract.
14.2 The Customer shall not without the prior written consent of All About Games assign, novate, charge, sub-contract or declare a trust over all or any of its rights and obligations under the Contract.
15.1 Any notice given under the Contract shall be in writing (but excluding fax transmission and electronic mail) and may be served by leaving it at, by delivering it by hand to, or by sending it by pre-paid first class post or recorded delivery to, the Service Address of the relevant party.
15.2 A notice is deemed to be received:
15.2.1 at the time it was left at, or delivered by hand to, the relevant Service Address; or
15.2.2 if sent by pre-paid first class post, forty-eight hours from the date of posting; or
15.2.3 if sent by recorded delivery, at the time recorded by the delivery service.
If such deemed receipt is not within business hours (being between 9.00 am and 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt), the notice is deemed to be received when business hours next commence.
15.3 Each party agrees that without preventing any other mode of service permitted by any rule of court, any document in any proceedings (including but not limited to any claim form or other originating process) may be served on any party by being delivered to or left for that party at its Service Address.
16.1 Without prejudice to its other rights and remedies All About Games shall be entitled but not obliged at any time or times without notice to the Customer to set off any liability of the Customer to All About Games against any liability of All About Games to the Customer (in either case however arising) whether any such liability is present or future, liquidated or unliquidated.
16.2 The Contract constitutes the entire agreement and understanding of the parties and supersedes any previous agreements or understandings between the parties with respect to the arrangements contemplated by the Contract.
16.3 Each party acknowledges and agrees that:
16.3.1 in entering into the Contract, it does not rely on and shall have no remedy in respect of, any statement, representation, warranty (in each case whether negligently or innocently made) or understanding of any person (whether party to the Contract or not) which is not expressly set out in the Contract; and
16.3.2 no party shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement, representation, warranty or other term which is expressly set out in the Contract.
16.4 No provision of the Contract shall be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
16.5 No variation of the Contract shall be effective unless and until it is made in writing and signed by each of the parties to the Contract or on their behalf by duly authorised representatives. For the purposes of this clause, the expression “variation” includes any supplement, deletion or replacement however effected.
16.6 Any failure to exercise or delay by a party in exercising a right or remedy arising in connection with the Contract or by law shall not constitute a waiver of such right or remedy or of any other rights or remedies.
16.7 Nothing in the Contract shall be:
16.7.1 deemed to constitute a partnership, joint venture, representative or agency relationship between the parties to it; or
16.7.2 construed or have effect as constituting any relationship of employer and employee between the parties.
16.8 Neither party shall have the authority to bind or pledge the credit of, or oblige the other in any way without obtaining the other’s prior written consent.
17 GOVERNING LAW AND JURISDICTION
The Contract 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 the law of England and Wales. Each party irrevocably agrees 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 Contract or their subject matter or formation (including non-contractual disputes or claims).