Customer Terms of Service

1. Reading and Accepting These Terms

In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.

By clicking the tick box below or clicking the "I accept these Terms" button on our Platform, paying for your Subscription or otherwise accepting the benefit of any part of your Subscription, you agree to be bound by these Terms which form a binding contractual agreement between you the person acquiring a Subscription or the company you represent and are acquiring the Subscription on behalf of ('you' or 'your') and us.

We may change these Terms at any time by notifying you, and your continued use of the Solution following such an update will represent an agreement by you to be bound by the Terms as amended.

2. Eligibility

By accepting these Terms, you represent and warrant that:

• you have the legal capacity and authority to enter into a binding contract with us; and
• you are authorised to use the payment you provided when purchasing a Subscription.

The Platform is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Platform. By using the Platform, you represent and warrant that you are over the age of 18 years and accessing the Platform for business use only.

Please do not access the Platform if you are under the age of 18 years old.

If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then "you" or "your" means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Solution on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.

3. Duration of Your Subscription

Your Subscription and these Terms commence on the date you agree to be bound by these Terms (as set out at the beginning of these Terms) and continues for the Subscription Period and any Renewal Periods applicable, unless terminated earlier in accordance with clause 15.

Subject to clause 3(c), upon expiration of the Subscription Period, this agreement will automatically and indefinitely renew on an ongoing basis for a period equal to the Subscription Period (Renewal Period).

This agreement will not automatically renew on expiry of the Subscription or Renewal Period (Renewal Date), if either party provides a written cancellation notice at least 1 month prior to the Renewal Date. In the event of a free Subscription, no renewal period, advance notice, or cancellation procedure shall apply.

At least 60 days prior to the expiry of the Renewal Date, we will provide you with advanced written notice of the agreement renewing and any applicable changes to the Subscription Fees or these Terms (Renewal Notice). In the event a paid Subscription is implemented, we shall provide a renewal reminder notice to the designated Customer Account email address no later than seven (7) days prior to the applicable Renewal Date.

4. The Solution

Scope of Your Subscription and the Solution

We will provide you, to the extent described in your Subscription Tier, the Platform, the Documentation and the App (subject to the App T&Cs) (Solution).

Your Subscription includes the benefits and limitations of your Subscription Tier as set out on our Platform, or as otherwise communicated to you when you subscribe for your Subscription (and as amended from time to time by notice to you).

Disclaimer

You acknowledge and agree that:

• any information provided to you as part of or in connection with the Solution or the Services is general in nature, may not be suitable for your circumstances and does not constitute financial, legal or any other kind of professional advice;
• The Platform provides diagnostics and recommendations based on the available information supplied by the User (such as photographs), which may not take into consideration other factors which are not made apparent including but not limited to inherent defects in the wheel itself. The Platform and its recommendations may therefore not always provide a solution; and
• it is your responsibility to comply with applicable Laws relevant to your business, including gambling Laws, industrial relations Laws and privacy Laws.

Software

While your Subscription is maintained, we grant to you a non-exclusive, non-transferable licence to use the Platform and Documentation for the Number of Users included in your Subscription Tier, subject always to any Credits on your Account. There is no restriction on the Number of Users. Platform usage is calculated on a credit basis however, during an active Subscription, the credit consumption cost may be reduced to zero at our absolute discretion.

We may from time to time, in our absolute discretion, release enhancements to the Platform, meaning an upgraded, improved, modified or new versions of the Platform (Enhancements). Any Enhancements to the Platform will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime.

We may change any features of the Solution at any time on notice to you.

Support Services

We will provide general support where reasonably necessary to resolve technical issues with the Platform (Support Services). Unless otherwise agreed in writing:

• we will take reasonable steps to provide Support Services where necessary (you must first endeavour to resolve any issues with the Platform internally and we will not assist with issues that are beyond our reasonable control);
• we will use our best endeavours to respond to requests for Support Services and you acknowledge that we may not be available 24/7 or respond within a particular time frame. First-line Support Services shall customarily be provided by the authorised distributor through whom the Customer Account was established, which may include us directly;
• you are responsible for all internal administration and managing access, including storing back-up passwords and assisting your Users to access and use the Platform; and
• you will not have any claim for delay to your access to the Platform or App due to any failure or delay in Support Services.

5. Accounts

Customer Account

(Accounts) To use the Solution, you will be required to sign-up, register and receive an account through the Platform (a Customer Account). Access to establish a Customer Account is generally provided via an invitation from us or our approved distributors, or by means of an access code permitting connection to an existing Customer Account.

(Provide Information) As part of the Customer Account registration process and as part of your continued use of the Solution, you may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, and other information as determined by us from time to time.

(Warranty) You warrant that any information you give to us in the course of completing the Account registration process is accurate, honest, correct and up-to-date.

(Acceptance) Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Platform and provide you with a Customer Account.

User Accounts

The Solution includes a downloadable mobile application (the App) which employees of your company (Users) must download to utilise the Platform and Subscription features.

Each User will be required to sign-up, register and receive an account through the App (User Account). Users must register and create a User Account via the Platform prior to accessing the App. Unregistered attempts to access the App will be redirected to the Platform for registration and acceptance of the App Terms. Following successful registration and credential creation on the Platform, Users may utilise those credentials to access the App.

Each User will be required to accept and comply with the App's Terms of Use, available here https://wheeltune.app/terms/user (App Terms).

We reserve the right to terminate a User Account in the event:

• That a User breaches the App Terms;
• You breach these Terms; or
• Your Account is terminated for any reason.

6. Data Hosting

We will store User Data you upload to the Platform using a third party hosting service selected by us (Hosting Services), subject to the following terms:

• (hosting location) You acknowledge and agree that we may use storage servers to host the Platform through cloud-based services, and potentially other locations outside the United Kingdom.
• (service quality) While we will use our best efforts to select an appropriate hosting provider, we do not guarantee that the Hosting Services will be free from errors or defects or that User Data will be accessible or available at all times.
• (security) We will use our best efforts to ensure that User Data is stored securely. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to User Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
• (backups & disaster recovery) While we exercise reasonable skill and care in maintaining data backups, in the event that User Data is lost due to a system failure (e.g. a database or webserver crash), we cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.
• (data retention) We retain activity logs for a period of seven (7) years; any data retained following account closure shall be strictly anonymised.

7. Client Obligations

Client Material

You warrant that all information, documentation and other Material you provide to us for the purpose of receiving the Solution is complete, accurate and up-to-date.

You release us from all liability in relation to any loss or damage arising out of or in connection with the Solution, to the extent such loss or damage is caused or contributed to by information, documentation or any other Material provided by you being incomplete, inaccurate or out-of-date.

Your Obligations

You must, and must ensure that all Users, comply with these Terms at all times. You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, your Personnel's, or any User's, breach of these Terms, and you indemnify us in respect of any such damage, loss or expense.

You must not, and must not encourage or permit any User, Personnel or any third party to, without our prior written approval:

• upload sensitive information or commercial secrets using the Platform;
• upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the Platform;
• use the Platform for any purpose other than for the purpose for which it was designed, including you must not use the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes;
• utilise the Platform's test results to obtain an unfair advantage over any business, for the benefit of yourself or any third party;
• upload any material that is owned or copyrighted by a third party;
• make copies of the Documentation or the Platform;
• adapt, modify or tamper in any way with the Platform;
• remove or alter any copyright, trade mark or other notice on or forming part of the Platform or Documentation;
• act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Platform;
• use the Platform in a way which infringes the Intellectual Property Rights of any third party;
• create derivative works from or translate the Platform or Documentation;
• publish or otherwise communicate the Platform or Documentation to the public, including by making it available online or sharing it with third parties;
• integrate the Platform with third party data or Platform, or make additions or changes to the Platform, (including by incorporating APIs into the Platform) other than integrating in accordance with any Documentation or instructions provided by us in writing;
• intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Platform;
• sell, loan, transfer, sub-licence, hire or otherwise dispose of the Platform or Documentation to any third party, other than granting a User access as permitted under these Terms;
• decompile or reverse engineer the Platform or any part of it, or otherwise attempt to derive its source code;
• share your Customer Account, User Account or any Account information, including log in details or passwords, with any other person and that any use of your Account by any person who is not the account holder is strictly prohibited. You must immediately notify us of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Solution's security;
• use the Solution for any purpose other than for the purpose for which it was designed, including you must not use the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes);
• make any automated use of the Solution and you must not copy, reproduce, translate, adapt, vary or modify the Solution without our express written consent;
• attempt to circumvent any technological protection mechanism or other security feature of the Platform; or
• permit any use of the Solution in addition to the Number of Users.

If you become aware of misuse of your Subscription by any person, any errors in the material on your Subscription or any difficulty in accessing or using your Subscription, please contact us immediately using the contact details or form provided on our Platform.

You agree, and you must ensure that all Users agree:

• to comply with each of your obligations in these Terms;
• to sign up for a Customer Account, together with a User Account for each User, in order to use the Solution;
• that information given to you through the Platform, by us or another User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and
• that we may cancel your, or any User's, Account at any time if we consider, in our absolute discretion, that you or they are in breach of, or are likely to breach, this clause 7. We reserve the right to immediately revoke any Subscription and forfeit any remaining Credits in the event we detect tampering with the Platform or any material breach of this clause 7.

8. Fees and Payment

Trial Period

We may from time to time offer a free trial period of the Solution (Free Trial Period). No payments will be due during any Free Trial Period and your first payment will be due immediately after the expiry of the Free Trial Period.

Credits

• To use parts of the Platform and App, you will be required to purchase credits via the Platform (Credits).
• Credits may also be included in certain Subscription Tiers.
• Credits shall be shared by all Users of your Account.
• Credits can be applied to different actions or services on the Platform and App, which may require different amounts of Credits to complete.
• If you do not have sufficient Credits to complete an action, you will be required to purchase additional Credits before that action can be completed.
• Credits are not refundable nor redeemable for cash.
• Upon termination of your account, any unused Credits shall be forfeited.

Subscription Fees

You must pay subscription fees to us in the amounts specified on the Platform for your Subscription Tier, or as otherwise agreed in writing (Subscription Fees).

All Subscription Fees must be paid in advance and are non-refundable for change of mind.

Unless otherwise agreed in writing, the Subscription Fees are due and payable on a recurring basis for the duration of your Subscription, with the first payment being due on the first day of the Subscription Period (or immediately after the expiry of any applicable Free Trial Period) and at the beginning of every Renewal Period thereafter.

Automatic Recurring Billing

Subject to clauses 8.5 and 8.6:

• Your Subscription will continue to renew on an automatic indefinite basis unless you notify us that you wish to cancel in accordance with this clause 8.
• While your Subscription is maintained, your Subscription Fees will continue to be debited at the beginning of each Renewal Period from the payment method you nominated when you registered for a Customer Account.
• By signing up for a recurring Subscription, you acknowledge and agree that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation of your Subscription.

Grace Period

If your Subscription renews and you are charged because you did not cancel in time, you have a Grace Period to cancel your Subscription (Grace Period). The Grace Period begins on the renewal date and lasts for:

• Ten (10) Business Days for annual subscriptions.
• Three (3) Business Days for monthly subscriptions.

To cancel your Subscription and request a refund for any recurring fees charged during this time, you must contact us through our Platform before your applicable Grace Period expires.

Changes to Subscription Fees

We may, from time to time, change our Subscription Fees and provide you with 10 Business Days' notice prior to the changes. During this time, you have the opportunity to cancel your Subscription with us. If you do not cancel your Subscription before the new Subscription Fees take effect, the Grace Period in clause 8.5 will apply.

Late Payments

We reserve the right to suspend all or part of the Solution indefinitely if you fail to pay any Fees in accordance with this clause 8.

Online Payment Partner

We may use third-party online payment partner, currently Stripe (Online Payment Partner) to collect Subscription Fees.

You acknowledge and agree that:

• the processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner, which can be found here: https://stripe.com/gb/legal/ssa and here https://stripe.com/gb/legal/consumer and here https://stripe.com/gb/privacy;
• you release us and our Personnel in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner's platform or any error or mistake in processing your payment; and
• We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.

9. Intellectual Property and Data

Software Content Intellectual Property

(Our ownership) We retain ownership of all Materials provided to you throughout the course of your Subscription in connection with the Platform (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Platform Content) and reserve all rights in any Intellectual Property Rights owned or licensed by us in the Platform Content not expressly granted to you.

(Licence to you) You are granted a licence to the Platform Content, for the Number of Users, and you may make a temporary electronic copy of all or part of any materials provided to you for the sole purpose of viewing them and using them for the purposes of the Platform. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish those materials or any Platform Content without prior written consent from us or as otherwise permitted by law.

User Data

Our Rights and Obligations

You grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use User Data to the extent reasonably required to provide the Solution, and for our internal business purposes, including to improve the Solution and our other products and services, and including to apply machine learning and other analytics processes to the User Data, to gain commercial insights and other associated learnings, and to improve the Solution, our business and our other products and services.

We reserve the right to remove any User Data at any time, for any reason, including where we deem User Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist.

Your Obligations and Grant of Licence to Us

You are responsible for ensuring that:

• you share User Data only with intended recipients; and
• all User Data is appropriate and not in contravention of these Terms.

You:

• warrant that our use of User Data will not infringe any third-party Intellectual Property Rights; and
• indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

10. Third Party Software & Terms

Third Party Terms

If we are required to acquire goods or services supplied by a third party, you may be subject to the terms and conditions of that third party ('Third Party Terms').

Provided that we have notified you of such Third Party Terms and provided you with a copy of those terms, you agree to any Third Party Terms applicable to any goods or services supplied by a third party that we acquire as part of providing the Solution to you and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.

Third Party Software Integrations

You acknowledge and agree that issues can arise when data is uploaded to software, when data is transferred between different software programs, and when different software programs are integrated together. We cannot guarantee that integration processes between the Platform and other software programs will be free from errors, defects or delay.

You agree that we will not be liable for the functionality of any third party goods or services, including any third party software, or for the functionality of the Platform if you integrate it with third party software, or change or augment the Platform, including by making additions or changes to the Platform code, and including by incorporating APIs into the Platform.

If you add third party software or software code to the Platform, integrate the Platform with third party software, or make any other changes to the Platform, including the Platform code (User Platform Changes), then:

• you acknowledge and agree that User Platform Changes can have adverse effects on the Solution, including the Platform;
• you will indemnify us in relation to any loss or damage that arises in connection with the User Platform Changes;
• we will not be liable for any failure in the Solution, to the extent such failure is caused or contributed to by a User Platform Change;
• we may require you to change or remove User Platform Changes, at our discretion, and if we do so, you must act promptly;
• we may suspend your access to the Solution until you have changed or removed User Platform Change; and/or
• we may change or remove any User Platform Change, in our absolute discretion. We will not be liable for loss of data or any other loss or damage you may suffer in relation to our amendment to, or removal of, any User Platform Change.

11. Confidentiality

Except as contemplated by these Terms, a party must not, and must not permit any of its Personnel, use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party's prior written consent.

Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information.

The notifying party will investigate each potential, actual or suspected breach of confidentiality and assist the other party in connection with any related investigation.

12. Privacy

We collect personal information about you in the course of providing you with the Solution, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy which can be found at: https://wheeltune.app/privacy.

Our Privacy Policy contains more information about how we use, disclose and store your personal information and details how you can access and correct your personal information.

By agreeing to these Terms, you agree to our handling of personal information in accordance with our Privacy Policy.

13. Liability

Warranties and Limitations

(Warranties) We warrant that:

• during the Subscription Period, the Platform will perform substantially in accordance with the Documentation;
• during the Subscription Period, the Solution will be provided as described to you in, and subject to, these Terms; and
• to our knowledge, the use of the Platform in accordance with these Terms will not infringe the Intellectual Property Rights of any third party.

(Errors) We will correct any errors, bugs or defects in the Platform which arise during your Subscription and which are notified to us by you, unless the errors, bugs or defects:

• result from the interaction of the Platform with any other solution or computer hardware, software or services not approved in writing by us;
• result from any misuse of the Platform; or
• result from the use of the Platform by you other than in accordance with these Terms or the Documentation.

(Service Limitations) While we will use our best endeavours to ensure the Solution is working for its intended purpose, you acknowledge and agree that from time to time, you may encounter the following issues:

• the Solution may have errors or defects;
• the Solution may not be accessible at times;
• messages sent through the Solution may not be delivered promptly, or delivered at all;
• information you receive or supply through the Solution may not be secure or confidential; or
• any information provided through the Solution may not be accurate or true.

(Exclusion) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in these Terms are excluded.

Liability

(Liability) To the maximum extent permitted by applicable law, we limit all liability in aggregate of all claims to you (and any third parties who encounter the services or goods through your business) for loss or damage of any kind, however arising whether in contract, tort, statute, equity, indemnity or otherwise, arising from or relating in any way to this agreement or any goods or services provided by us to the amount paid by you in the 3 months preceding the date of the event giving rise to the relevant liability.

(Indemnity) You agree to indemnify us and our employees, contractors and agents in respect of all liability for any claim(s) by any person (including any third party who encounter the services or goods through your business) arising from your or your employee's, client's, contractor's or agent's:

• breach of any third party intellectual property rights;
• breach of any term of this agreement;
• negligent, wilful, fraudulent or criminal act or omission; or
• use of the Solution.

(Consequential loss) To the maximum extent permitted by law, under no circumstances will we be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this agreement or any goods or services provided by us.

(Unfair Contract Terms) To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under these Terms including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.

Nothing in this agreement shall exclude or limit a party's liability for fraud or intentional unlawful conduct by a party, or death or personal injury resulting from a party's negligence.

14. Upgrade and Downgrades

You may notify us that you would like to upgrade or downgrade your Subscription Tier or the Number of Users at any time. If you do, we will:

• take reasonable steps to promptly provide you with access to the new Subscription Tier or the additional Number of Users; and
• upon providing such access, apply the new, relevant Subscription Fees, to the Renewal Period immediately following the period in which your access to the new Subscription Tier was provided, and you will be charged at the new Subscription Fee in every subsequent Renewal Period.

If you choose to downgrade your Subscription or Number of Users, access to the new Subscription Tier or Number of Solutions and the new Subscription Fees will kick in at the start of the next Renewal Period, unless we notify you otherwise. We generally do not pro-rate downgrades in between Renewal Periods, however we reserve the right to from time to time.

If you choose to downgrade your Subscription, you acknowledge and agree we are not liable, and you release us from all claims in relation to, any loss of content, features, or capacity, including any User Data.

15. Cancellation

Cancellation at Any Time

Either party may cancel or terminate your Subscription for convenience by providing 1 calendar month's notice to the other party.

If you cancel your Subscription, any Subscription Fees paid will not be refundable. Your Subscription will continue until the then-current Subscription Period has expired.

If we cancel your Subscription, except where you are in breach of these Terms, we will grant you a pro-rata refund of any Subscription Fees paid for the then-current Subscription Period.

16. Effect of Termination

Upon termination of this agreement:

• If you cancel your Subscription or run out of credits, you will still have access to your existing User Data; however, your right to input, or upload, new User Data to your Account shall immediately cease.
• If an Account is deleted, all data associated with that Account will be lost. You will no longer have access to the Platform, your Account, or your User Data, and we will have no responsibility to store or otherwise retain any User Data (and you release us in respect of any loss or damage which may arise out of us not retaining any User Data beyond that point).
• Unless agreed in writing, any Subscription Fees that would otherwise have been payable after termination for the remainder of the relevant Renewal Period will remain payable and, to the maximum extent permitted by law, no Subscription Fees already paid will be refundable; and
• Each party must comply with all obligations that are by their nature intended to survive the end of this agreement.

17. Dispute Resolution

A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.

A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.

Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

18. Force Majeure

We will not be liable for any delay or failure to perform its obligations under this agreement if such delay or failure arises out of a Force Majeure Event.

If a Force Majeure Event occurs, we must use reasonable endeavours to notify you of:

• reasonable details of the Force Majeure Event; and
• so far as is known, the probable extent to which We will be unable to perform or be delayed in performing its obligations under this agreement.

Subject to compliance with clause 17(b), our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.

For the purposes of this agreement, a 'Force Majeure Event' means any:

• act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
• strikes or other industrial action outside of the control of us;
• war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
• any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of us, to the extent it affects our ability to perform our obligations.

19. Notices

A notice or other communication to a party under these Terms must be:

• in writing and in English; and
• delivered via email to the other party, to the email address specified in the Order, or if no email address is specified in the Order, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.

Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party's Email Address, notice will be taken to be given:

• 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
• when replied to by the other party, whichever is earlier.

20. General

Governing Law and Jurisdiction

This agreement is governed by the law applying in England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

Third Party Rights

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

Waiver

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

Severance

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

Joint and Several Liability

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

Assignment

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

Entire Agreement

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

Interpretation

• (singular and plural) words in the singular includes the plural (and vice versa);
• (currency) a reference to £, or "GBP", is to pound sterling currency of Great Britain, unless otherwise agreed in writing;
• (gender) words indicating a gender includes the corresponding words of any other gender;
• (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
• (person) a reference to "person" or "you" includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
• (party) a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
• (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
• (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
• (headings) headings and words in bold type are for convenience only and do not affect interpretation;
• (includes) the word "includes" and similar words in any form is not a word of limitation; and
• (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.