In particular we draw your attention to the following clause 4.4/5.8/10.2

Product Details

• Easy MCS / Flexi-Orb (comes with Installer Toolkit)
  • Online QMS (quality management system) – internal policies, procedures, forms, external documents, record keeping facility
  • Project management functionality
  • Training – practice documentation
  • Support service
  Easy MCS: https://www.easy-mcs.com/
  GreenPro: https://greenpro.co.uk/login/
  
• Easy PAS Plus (Installer Toolkit not included)
  • Online QMS (quality management system) – internal policies, procedures, forms, external documents, record keeping facility
  • Training – practice documentation
  • Support service
  Easy Pas Plus: https://www.easy-pasplus.com/
  
• Easy Pro
  • Includes both Easy MCS and Easy PAS Plus, and Installer Toolkit
• Installer Toolkit
  • for design of renewable technologies installation- (e.g. solar P.V, batteries, heat pump)
  Installer Toolkit: https://toolkit.greenpro.co.uk/
  
• Ad Hoc Consultancy services
  • Advisory/consultancy services provided to the client on premise / Standalone from Software
• Support Service
  • Available for Easy MCS, PAS Plus, Easy Pro, Flexi-Orb
  • Consultancy and support on meeting certification requirements
  • Email, phone, chat 9am to 5pm business days
  GreenPro will use reasonable endeavours to ensure availability during these times and our Support Policy will apply.

1. Definitions and Interpretation

   1. The following words will have the following meanings:
      Account means the account registered to the Customer under this Agreement through which the Customer (and any Authorised Users) will be granted access to the Services.
      Affiliate means a person or entity that directly or indirectly controls, is controlled by, or is under common control with another person or entity.
      Agreement means a contract formed under these Terms and Conditions (Terms), including the Invoice.
      Authorised User means, in respect of Installer Toolkit Service only, those individuals (including employees, agents, independent consultants and contractors), subject to the maximum number licensed by GreenPro and detailed in the Invoice, who are authorised by the Customer to use the Installer Toolkit.
      Certification Body means the applicable Technology installation assessment and certification body as applicable for the Technology and Service in question, for example the Micro Certification Scheme/MCS, Flexi-Orb, or UKAS.
      Consultancy Fees means the fees, if any, payable for professional consultancy services to the extent specified in the Invoice.
      Contact Details: means 0161 768 5807 or [email protected]
      Customer means the Customer purchasing the Services under this Agreement as specified in the Invoice.
      Customer Data means any data used in the Service on behalf of the Customer Group.
      Documentation means the specification for the Service contained in the Invoice, and any other documentation made available to the Customer by GreenPro from time to time which sets out a description of the Service and the user instructions for the Service (including, for example, quick reference guides and QMS documents).
      Green Pro: means Evergreen Earth Ltd trading as Green Pro incorporated and registered in England and Wales with company number 07588438 whose registered office is at Evergreen House The Edge, Clowes Street, Manchester, England, M3 5NA
      IPR means intellectual property rights in and to patents, trademarks, service marks, trade and service names, copyrights, database rights and design rights (regardless of registration, and including applications for registration), know-how, moral rights, trade secrets, confidential and proprietary information, all rights or forms of protection of a similar nature or having similar or equivalent effect to any of them which may subsist anywhere in the world now existing or hereafter arising.
      Invoice: means GreenPro’s order documentation detailing the Service (s) purchased by the Customer, forming part of this Agreement.
      Product Details means further details of Services and products as set out at the start of these terms and conditions.
      Services means the supply of the certification support services as specified in the Invoice and detailed in the Product Details, as well as any related Service Materials, including provision of the Software through which such Services are accessed . The Services can be accessed on different webpages/URLs, as set out in the Product Details.
      Service Materials means such documentation, content, videos and materials as made available by GreenPro to the Customer in provision of the Services.
      Software means GreenPro’s software-as-a-service platform(s) to be licensed or otherwise made available to Customer by GreenPro under this Agreement, in order for the Customer to receive the Services, and including any third-party software that is incorporated within that software.
      Start Date means the date of payment of the Invoice by the Customer.
      Support Policy means GreenPro’s standard support policy and service levels for the Service, as set out in Exhibit B.
      Subscription means the licence under which the Customer has selected to access and use the Services on a subscription basis, for the Subscription Term, for which the Subscription Fee shall be applied.
      Subscription Fees means the fee payable for the Subscription for the Services as specified in the Invoice.
      Subscription Term shall be 12 months from the Start Date (Initial Term) .This will automatically be renewed for successive periods of 12 months each (each a Renewal Term), unless terminated in accordance with these terms and conditions. The Initial Term and Renewal Term are referred to generically and individually throughout this Agreement as the Subscription Term.
      Technologies means each and any renewable energy technology for which the Customer elects to purchase a Service, as specified in the Invoice.
   2. Use of the terms include, including, and any similar expressions, will be read without limitation.

2. Agreement

   GreenPro agrees to supply the Services to Customer, and Customer agrees to purchase the Services from GreenPro, on the terms of the Agreement.

3. Basis of Contract

   1. On receipt of a request for information from the Customer (including via telephone), GreenPro will email the Customer with an Invoice which will remain valid for 30 days from the date it is sent.
   2. The Customer may accept the quote and Invoice within 30 days by paying Subscription Fees in accordance with clause 7.1.
   3. An Invoice will be binding on payment of the invoice at which time a contract will be formed and this Agreement shall come into effect and continue in force until such time as it is terminated in accordance with these terms.
   4. If the Customer is enquiring via phone, it is possible to make payment during the phone call. If this is the case, GreenPro will follow up with the Invoice via email, at which time the contract will be formed.
   5. If there is any conflict or inconsistency between the provisions contained in the Invoice and these Terms, the Invoice will take precedence.

4. Subscription Term, Cancellation and Account Registration

   1. The Customer is required confirm the number of Authorised Users to be registered to the Customer under the Subscription, in order to access the Services. Such options selected shall determine the available Services, Software functionality and applicable Subscription Fees.
   2. The Subscription shall continue for the Subscription Term and may not be cancelled, nor this Agreement terminated, for convenience during the Subscription Term, except in the following circumstance when the Customer may terminate the agreement by giving written notice:
      1. if Service Materials have not been assigned to the Customer and access has not been granted to download them; and
      2. the Subscription Term has not been active for a month or more after the Start Date at the time you serve notice to terminate.
   3. Either party may terminate the Agreement in writing at the end of the Initial Term (or any Renewal Term) at any time up to the last day of the Initial Term or current Renewal Term using the Contact Details, with the termination to take effect at the end of the Initial Term or current Renewal Term. Following the Initial Term and any Renewal Term, unless the prescribed notice is given, the Agreement shall automatically renew for a Renewal Term, but may be subject to a fee increase in accordance with clause 7.7. GreenPro will send a reminder of upcoming renewal at least 30 days prior to the end of the Initial Term or Renewal Term.
   4. If registering for Easy MCS, Easy PAS Plus or Easy Pro, Flexi Orb, on payment of the Subscription Fee the Customer will receive an email containing details of everything needed to access the Services, Service Materials and Documentation, as well as a Customer Information Form for completion. GreenPro will provide the relevant Service Materials for an assessment by a Certification Body within 3 working days, providing the Customer has completed the Customer Information Form and provided all other relevant information on registration. GreenPro does not guarantee that a consultant call will be able to be scheduled within 14 days of registration, therefore if the Customer has a scheduled assessment with a Certification Body within 14 days of registration, there is no guarantee that an initial consultant call will take place before this. The Customer is reminded that all relevant information must be promptly provided, otherwise there may be delays in the Services. GreenPro performs such due diligence checks as it deems sufficient to determine the suitability of a Customer on registration and during the term of the Agreement, as reasonably necessary to ensure the security reputation of the Software and Services. GreenPro reserves the right to refuse registration at its discretion. In the event GreenPro is unable to or chooses not to complete registration, any Subscription Fee already paid will be refunded within 14 days of refusal via the same payment method.
   5. Once registered for the Account, the Customer is required to provide details of any Authorised Users , who shall be provided with separate secure log-in details unique to them.

5. Services

   1. GreenPro grants to the Customer, and the Customer Group if specified in the Invoice a fully paid up, revocable, royalty-free, non-exclusive, non-sublicensable licence to access and use the Services and Documentation for the Subscription Term for its ordinary business purposes and for no other purpose.
   2. Customer shall permit GreenPro or GreenPro’s designated auditor to audit the Service in order to establish the number and identity of users match the Authorised Users. Each such audit may be conducted on reasonable notice no more than once per year, at GreenPro’s expense, in such a manner as not to substantially interfere with the Customer's normal conduct of business. In any event, GreenPro shall monitor such user volume and identity through its operation of the Service.
   3. If any of the audits referred to in clause 5.2 reveal that the Customer has permitted access to the Software for more users than the maximum Authorised Users, then without prejudice to GreenPro’s other rights, Customer shall pay to GreenPro an amount equal to the Subscription Fees which would have applied for such additional users during the Term, as calculated in accordance with the then current Subscription Fee price. Such payment to be made within 7 Business Days of the date of the relevant audit and such increased Subscription Fees, reflecting such additional Authorised Users, will then apply on an ongoing basis on the terms of this Agreement.
   4. GreenPro will provide the Services:
      1. using reasonable skill, care, and diligence;
      2. in compliance with all applicable UK laws and regulations; and
      3. in accordance with any timescales set out in the Invoice (or, if there are none, within a reasonable time), save that time shall not be of the essence in respect of the Services, unless specified as being so within the Invoice.
   5. GreenPro warrants that, when the Service is used in accordance with the terms of the Agreement and in accordance with the Documentation and technical specification, that the Service will comply with that specification in all material respects and will be free from material errors and defects.
   6. GreenPro may modify or update the Services (and related Software specification) from time to time, provided that GreenPro will:
      1. provide updated Documentation and specification in respect of any material modification or update and make this available to Customer upon written request;
      2. ensure that the modification or update does not: (i) materially degrade or adversely affect the performance of the Services, Software or its functionality; or (ii) materially adversely affect, or require the significant modification or replacement of, any of the standard integrations or existing deliverables; both of the preceding restrictions apply save as may be required to ensure compatibility with internet service providers and cloud computing requirements.
   7. GreenPro reserves the right to amend the Invoice if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and GreenPro shall notify the Customer in any such event.
   8. Please note. The Services are provided on an advisory basis and GreenPro is not responsible the Customer’s compliance with the requirements of a Certification Body , and achieving certification with a Certification Body remains the Customer’s responsibility at all times. GreenPro excludes all liability for a refusal of or loss of certification.
   9. GreenPro will not guarantee that it will be able to provide the Services if the requested documentation under clause 4.4 is provided late or is incomplete or inaccurate.
   10. If the Customer wishes to purchase additional Services and Technologies to those covered by a current Invoice and Agreement, GreenPro and the Customer will either require a further or replacement Invoice. Additional charges and/or expenses may apply and if so, shall be also set out in writing. Additional Services and may be added mid-Subscription Term. Examples of add-ons and upgrades include the addition of a new Technology or use of e-signature for more than the permitted documents.
   11. GreenPro may integrate with other certification and compliance platforms in the future and GreenPro excludes all liability for performance, availability, compliance etc of that third party in relation to the services such third-party provides to the Customer. GreenPro will notify the Customer if it intends to use any such third party and it is the Customer’s responsibility to review their terms and privacy information prior to engaging.
   12. GreenPro is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
   13. In the event the Customer has purchased Consultancy Services, the following terms will apply:
       1. Customer can reschedule Consultancy Services up to 1 working day in advance, otherwise any prepaid Consultancy Fee will be retained by GreenPro with no obligation to perform the Consultancy Services;
       2. no cancellation of Consultancy services is permitted once confirmed;
       3. the Customer must ensure its premises are accessible, safe and secure for any visit and comply with all applicable health and safety requirements;
       4. GreenPro reserves the right to not perform the Services if premises are not safe or secure and GreenPro will retain any Consultancy Fee already paid; and
       5. The Customer shall ensure appropriate public liability insurance is in place.

6. Support

   1. GreenPro will provide its standard customer support services as defined in the Support Policy in Exhibit B. GreenPro shall also perform maintenance on the Software as also defined in the Support Policy and the infrastructure supporting the Software, as required but with the objective of minimising the frequency and duration of Incidents. GreenPro will also provide any additional support services as may be agreed in the Invoice.
   2. GreenPro shall use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for:
      1. planned maintenance carried out during a maintenance window notified in advance to the Customer; and
      2. unscheduled, emergency maintenance. The Supplier shall use all reasonable endeavours to give the Customer notice in advance of such emergency maintenance.

7. Payment

   1. The Customer will pay the Subscription Fee and any Consultancy Fee in advance. The Subscription Fee shall be payable by either card payment under continuous payment authority, bank transfer, or payment link to third party partner. The Consultancy Fee shall be payable by bank transfer. GreenPro reserves the right to invoice the Customer for any outstanding Subscription Fees. The Subscription Fee will be payable in advance before the Start Date. Additional Services and Technologies may be added after the Start Date. These will be charged at current rates and confirmed at the time of request. The Consultancy Fee is payable in advance on presentation of an invoice.
   2. GreenPro’s Subscription Fees and Consultancy Fees are exclusive of VAT and any other applicable sales or services tax but inclusive of all other taxes, duties and levies.
   3. Customer will only be required to pay GreenPro’s expenses incurred in connection with the performance of the Service where the expenses have been reasonably incurred and have been approved by Customer in writing in advance. Such expenses will be reimbursed at cost upon GreenPro furnishing Customer with the relevant receipts evidencing their incurrence.
   4. In the event the Customer wishes to increase the number of Authorised Users under its Subscription then it may do this by notifying GreenPro in advance. The Customer shall then pay any additional Subscription Fee for such additional Authorised Users on a pro rata basis for the rest of the month or Subscription Term if on an annual Subscription.
   5. In the event the number of users exceeds the permitted Authorised User volume then the Subscription Fee shall be automatically increased in accordance with clause 7.4.
   6. If the Customer wishes to decrease the number of Authorised Users under its Subscription, this may be done at the end of the Initial Term or current Renewal Term (as applicable) by making a request to GreenPro, and such request shall take effect for the next Renewal Term and reflected in the Subscription Fee.
   7. GreenPro may change the Subscription Fees at its discretion by giving at least 30 days’ notice to the Customer, provided that such change shall only take effect at the end of the Initial Term or current Renewal Term. If the Customer does not accept such change in Subscription Fees they may terminate the Agreement prior to the renewal date in accordance with clause 4.3.

8. Data

   1. Customer grants GreenPro a non-exclusive, non-transferable license to store, transmit, and process the Customer Data solely to the extent necessary for GreenPro to provide the Service in accordance with the Agreement. Nothing in the Agreement grants GreenPro any rights in the Customer Data other than as expressly set out in Clause 8.1. Customer agrees it shall not use or exploit GreenPro products and services in any manner, except as expressly permitted in this Agreement.
   2. GreenPro will take appropriate physical, technical and organisational measures (aligned with good industry practice) to maintain the confidentiality, availability, security and integrity of the Service and Customer Data.
   3. Both parties shall comply with relevant data protection laws in their performance of this Agreement, with GreenPro providing a minimum assurance of compliance with the UK General Data Protection Regulation and Data Protection Act requirements. When processing personal data under the Agreement, GreenPro’s Data Processing Addendum shall apply, as attached at Exhibit A to these Terms and Conditions.
   4. Notwithstanding clause 8.2 and 8.3 above, Customer expressly agrees that GreenPro may use Customer Data in aggregated, anonymised form in order to improve the Service and its business operations.
   5. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the products, services, business, affairs, customer, Customers or suppliers or the other party or of any member of the group of companies to which the other party belongs, except that each party may disclose the other party's confidential information (i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information in connection with this Agreement and providing the disclosing party ensures compliance with this clause 8.5; or (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
   6. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
   7. During the term of the Agreement, GreenPro will perform and maintain regular secure and encrypted back-ups of all Customer Data on media from which the data can be reloaded and in a commonly-used machine readable format. GreenPro will make back-ups of Customer Data available to Customer upon written request.

9. Customer Obligations

   1. The Customer shall:
      1. ensure that the terms of the Invoice and any information it provides in it is complete and accurate;
      2. co-operate with GreenPro in all matters relating to the Services;
      3. provide GreenPro with such information and materials as GreenPro may reasonably require to supply the Services and in a timely manner;
      4. obtain and maintain all necessary licences, permissions and consents which may be required for the Customer to receive the Services before the date on which the Services are to start;
      5. pay the Subscription Fees in accordance with these Conditions; and
      6. comply with any additional obligations as set out in the Invoice.
   2. If GreenPro’s performance of any of its obligations under this Agreement is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
      1. without limiting or affecting any other right or remedy available to it, GreenPro shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays GreenPro’s performance of any of its obligations; and
      2. GreenPro shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from GreenPro’s failure or delay to perform any of its obligations as set out in this clause 8.2.
   3. The Customer shall not access, store, distribute or transmit any material during the course of its use of the Service that is offensive, facilitates illegal activity or violence, causes damage or injury, or is otherwise illegal.
   4. Security: The Customer shall not:
      1. introduce, store, transfer, distribute viruses, or permit or suffer the same, into GreenPro’s network and information systems or in its use of the Service;
      2. access or attempt to gain access to the Service or related systems or networks other than in the manner set forth in the Documentation; or
      3. interfere with or disrupt performance of the Service, GreenPro’s network and information systems or any data stored therein.
   5. The Customer shall not, except as may be allowed by any applicable law which is incapable of exclusion and to the extent expressly permitted under this Agreement:
      1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service or Documentation in any form or media or by any means; or
      2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software.
   6. The Customer shall ensure that only the Authorised Users may access the Service and that the Authorised Users at all times comply with the requirements contained in these Terms and the Documentation, and GreenPro reserves the right to suspend access to the Service for any Authorised User(s) in breach of these Terms.
   7. The Customer shall:
      1. ensure that its network and systems are suitable to access and use the Service in accordance with the Documentation provided by GreenPro from time to time; and
      2. be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the GreenPro data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

10. Intellectual Property Rights Infringement and Indemnities

    1. GreenPro represents that it has all necessary rights, licences and permissions to provide the Services to Customer on the terms of the Agreement.
    2. Customer shall, at its sole cost and expense, indemnify, defend and hold harmless GreenPro and its Affiliates from and against all losses, liabilities, costs, damages and expenses, including but not limited to reasonable legal fees and expenses (Losses), incurred or suffered by any of them as a result of third party claims, actions or demands, including, as applicable, investigations and audits by regulators (Claims), arising out of or in connection with (i) the unauthorized use of the Service, (ii) violations of applicable law; or (iii) Customer Data and other Customer materials, including without limitation failure by Customer to secure all necessary rights, licenses and approvals such that GreenPro can utilize them as part of the Services in the manner contemplated hereunder.
    3. Subject to Clause 10.4, GreenPro will indemnify the Customer from and against all Losses that are sustained or incurred by Customer in connection with any Claim that the receipt and/or the use (in accordance with the terms of the Agreement) of the Service by Customer infringes the rights (including the intellectual property rights) of any third party.
    4. GreenPro will not be liable under Clause 10.3 to the extent that the Infringement Claim arises as a result of the use by the Customer (or affiliates) of the Services in combination with software, goods or materials that have not been supplied, made available or approved by (or on behalf of) GreenPro, where without such combination the claim would not have arisen.
    5. As between the parties, all right, title and interest, including all IPR in GreenPro’s products and services, including the Service and any components thereof are and shall remain the sole and exclusive property of GreenPro. GreenPro shall be entitled to use the Customer’s (or any of its Affiliates’) name and logo in its lists of customers (including on its website and in any marketing materials).
    6. Customer shall not use GreenPro’s trade names, trademarks and service marks, alone or in connection with any other words(s) or logo(s) without GreenPro’s consent.
    7. In respect of a claim under an indemnity in this clause 10:
       1. upon becoming aware of a potential or actual claim, the indemnified party will promptly notify the indemnifying party in writing;
       2. the indemnified party will (at the indemnifying party’s sole cost and expense) provide reasonable cooperation to the indemnifying party in the defence and settlement of the claim; and
       3. the indemnifying party will, upon its written request, be given sole authority to defend or settle such claim, provided that (a) indemnifying party, to the extent it is legally permissible, keeps indemnified party reasonably informed of the progress of its defence or settlement; and (b) indemnifying party does not compromise or settle such claim without releasing each member of the indemnified party’s group of companies of liability in respect of such claim.

11. Liability

    1. Nothing will limit a party’s liability for wilful misconduct or deliberate default or any liability that cannot be excluded or limited by law.
    2. Nothing in this clause 11 shall limit the Customer’s payment obligations under this Agreement.
    3. Except for the representations and warranties expressly set forth in this Agreement and only to the extent permitted by applicable law, GreenPro specifically disclaims any and all warranties and representations, express or implied, including the implied warranties of merchantability and fitness for a particular purpose or use (whether or not the purpose or use has been disclosed), warranties of title and non-infringement, any implied indemnification obligations, or other warranties that arise from trade usage or custom, with respect to any aspects of GreenPro Service and any components thereof or its use in conjunction with Customer Data or the output or results obtained from such use, any decisions made or actions taken in reliance thereupon or as to the performance thereof (whether performed in whole, part or not at all). Except for the representations and warranties expressly set forth in this Agreement GreenPro does not guarantee the adequacy, accuracy, timeliness or completeness of the Service or any components or output thereof or that they will be error free or free from computer viruses or other infirmity or corruption. Therefore, GreenPro shall not be subject to any damages or liability for any errors, omissions or delays therein, other than as specifically provided for under this Agreement.
    4. Subject to Clause 11.1:
       1. neither party will be liable, whether in contract, tort (including negligence and breach of statutory duty) or otherwise, for any indirect or consequential loss; and
       2. GreenPro’s total aggregate liability under the Data Processing Addendum shall be limited to £200,000
       3. GreenPro’s total liability in contract, tort (including negligence and breach of statutory duty) or otherwise in connection with the Agreement, will be limited to an amount equal to 150% of the total fees paid and payable (whether invoiced or not) to GreenPro under the Agreement during the 12 months immediately preceding the date on which the claim arose.

12. Termination

    1. Either party may terminate (and GreenPro may suspend performance of) this Agreement with immediate effect by giving written notice if the other party:
       1. is in material breach of this Agreement and, if the breach is capable of remedy, the breaching party has failed to remedy the breach within 30 days of the date of written notice requiring it to do so; or
       2. becomes unable to pay its debts or becomes insolvent or enters into or proposes any composition or arrangement with its creditors generally, or anything analogous to any of these events occurs.
    2. GreenPro will retain all Customer Data for 7 years for current Customers, after which time it will be automatically deleted. However, on termination of the Subscription for any reason, GreenPro reserves the right to delete all Customer data in its possession or control sooner. In this event, the Customer will be notified that this will happen and will be provided with an opportunity to download their Customer Data prior to deletion and Customer access being removed. Any retained Customer Data will remain subject to the applicable terms of the Agreement including Clauses 8.2, 8.5 and 8.6).
    3. If Customer terminates the Agreement under Clause 12.1, then GreenPro will promptly refund any portion of the Consultancy Fee Subscription Fees paid by Customer that relate to the period after the date of termination on a pro rata basis.
    4. Termination or expiry of the Agreement will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry. Any provision of the Agreement that is intended to continue in force on or after termination or expiry will remain in full force and effect.

13. General

    1. If any provision, or part of a provision, of the Agreement is found by any authority of competent jurisdiction to be illegal, invalid or unenforceable, it shall be deemed to have been deleted and the legality, validity and enforceability of the remaining provisions of the Agreement will not be affected.
    2. The Agreement contains the whole agreement between the parties and replaces all prior arrangements relating to its subject matter.
    3. Any waiver under this Agreement must be in writing. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
    4. Neither party shall be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control (force majeure). The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 1 month , the party not affected may terminate this agreement immediately by giving written notice to the affected party.
    5. The Agreement and any disputes arising out of or in connection with it or its subject-matter or formation (whether contractual or non-contractual) will be governed by the laws of England & Wales and subject to the exclusive jurisdiction of the courts of England.