1.1 The definitions and rules of interpretation in this clause apply in this Agreement.
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2.2(d).
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Commencement Date: the date the Services commence, as set out in the Order Form.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5 or clause 11.6.
Customer Data: the data inputted by the Customer, Authorised Users, or Mo on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
Documentation: the documentation made available to the Customer by Mo online via www.my.mo.work/ or such other web address notified by Mo to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
Effective Date: the date of the Order Form.
Gifts Service: the Mo gifts service, as more particularly described in the Documentation, the terms of which are available online via www.mo.worklegal/gifts-service or such other web address notified by Mo to the Customer from time to time.
Initial Subscription Term: the initial term of this agreement as set out the Order Form.
Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Order Form: the document signed by the Parties setting out the specifics of this agreement.
Renewal Period: the period described in clause 14.1.
Rewards Service: the Mo rewards service, as more particularly described in the Documentation, the terms of which are available online via www.mo.worklegal/rewards-service or such other web address notified by Mo to the Customer from time to time.
Services: the subscription services provided by Mo to the Customer under this agreement via www.my.mo.work (or any other website notified to the Customer by Mo from time to time), or the Mo mobile or desktop applications, as more particularly described in the Documentation.
Software: the online software applications provided by Mo as part of the Services.
Subscription Fees: the subscription fees payable by the Customer to Mo for the User Subscriptions, as set out in the Order Form.
Subscription Term: has the meaning given in clause 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Support Services Policy: Mo’s policy for providing support in relation to the Services as made available at mo.work/legal/support-services or such other website address as may be notified to the Customer from time to time.
User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement.
2. User subscriptions
2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.2 and clause 9.1, the restrictions set out in this clause 2, the other terms and conditions of this agreement and (where applicable) the Gifts Service terms and Rewards Service terms, Mo hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sub licences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s internal business operations.
2.2 In relation to the Authorised Users, the Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
(c) each Authorised User shall keep a secure password for their use of the Services and Documentation, that such password shall be changed as required by Mo and that each Authorised User shall keep their password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users (including those designated as customer administrators and end users) and provide such list to Mo within 5 Business Days of Mo’s written request at any time or times;
(e) it shall permit Mo or Mo’s designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Customer’s data processing facilities to audit compliance with this agreement;
(f) if any of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Mo’s other rights, the Customer shall promptly disable such passwords and Mo shall not issue any new passwords to any such individual;
(g) if any of the audits referred to in clause 2.2(e) reveal that the Customer has underpaid Subscription Fees to Mo, then without prejudice to Mo’s other rights, the Customer shall pay to Mo an amount equal to such underpayment as calculated in accordance with the prices set out in the Order Form within 10 Business Days of the date of the relevant audit; and
(h) it shall procure that its Authorised Users agree to, and use the Services in accordance with, Mo’s then-current user terms.
2.3 The Customer shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Services that is unlawful, harmful, threatening, defamatory, discriminatory, obscene, infringing, harassing, offensive; facilitates illegal activity; or is otherwise illegal or causes damage or injury to any person or property and Mo reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
2.4 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) subject to clause 16.10, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or
(f) introduce or permit the introduction of any virus or vulnerability into Mo’s network and information systems.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Mo.
2.6 The rights provided under this clause 2 are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer.
2.7 Mo may suspend or terminate any User Subscriptions if it discovers or reasonably believes there to be a breach of this agreement by Mo.
3. Additional user subscriptions
3.1 Subject to clause 3.1 and clause 3.2:
(a) the Customer may from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in the order Form and Mo shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of this agreement; and/or
(b) additional User Subscriptions will be calculated and invoiced based on the actual user count on the 1st of every month.
3.2 If Mo approves the Customer’s request to purchase additional User Subscriptions, the Customer shall, within 30 days of the date of Mo’s invoice, pay to Mo the relevant fees for such additional User Subscriptions at the price as set out in the Order Form and, if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by Mo for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
4.1 Mo shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.
4.2 Mo shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
(a) planned maintenance carried out during the maintenance window of 6.00 pm to 6.00 am UK time; and
(b) unscheduled maintenance performed outside Normal Business Hours, provided that Mo has used reasonable endeavours to give the Customer at least 6 Normal Business Hours’ notice in advance.
4.3 Mo will, as part of the Services, provide the Customer with Mo’s standard customer support services during Normal Business Hours in accordance with Mo’s Support Services Policy in effect at the time that the Services are provided. Mo may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at Mo’s then current rates.
4.4 Services include the ability for Authorised Users to provide thanks and feedback to other Authorised Users (as updated and upgraded from time to time); and customer administrators to administer end users and to view information relating to end users (e.g., names, usage statistics etc.) using the data analytics function.
4.5 From time to time, the Parties may agree in writing that Mo shall produce reports in relation to the Services for the Customer. For example, studying the effectiveness of the Services in achieving certain of the Customer’s goals. The Parties shall agree the report’s relevant specifications, timescales and costs.
5. Data protection
6. Third party providers
7. Mo’s obligations
7.1 Mo undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Mo’s instructions, or modification or alteration of the Services by any party other than Mo or Mo’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Mo will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.
(a) does not warrant that:
(i) the Customer’s use of the Services will be uninterrupted or error-free;
(ii) that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements;
(iii) the Software or the Services will be free from vulnerabilities or viruses.
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from: the use of inadequate IT equipment; use of the Services contrary to Mo’s instructions; any modifications made by someone other than Mo; or 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.
7.4 This agreement shall not prevent Mo from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
7.5 Mo warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
7.6 Mo shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at mo.work/legal/data-processing or such other website address as may be notified to the Customer from time to time, as such document may be amended by Mo in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against Mo shall be for Mo to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Mo in accordance with the archiving procedure described in its Back-Up Policy. Mo shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Mo to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable.
8. Customer’s obligations
8.1 The Customer shall:
(a) provide Mo with:
(i) all necessary co-operation in relation to this agreement; and
(ii) all necessary access to such information and premises as may be required by Mo;
in order to provide the Services, including but not limited to Customer data, security access information and configuration services;
(b) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
(c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, Mo may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Mo, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
(f) ensure that its network and systems comply with the relevant specifications provided by Mo from time to time; and
(g) 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 Mo’s 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.
8.2 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
9. Charges and payment
9.1 The Customer shall pay the Subscription Fees to Mo for the User Subscriptions in accordance with this clause 9 and the Order Form.
9.2 The Customer shall on the Effective Date provide to Mo valid, up-to-date and complete credit card details or approved purchase order information acceptable to Mo and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:
(a) its credit card details to Mo, the Customer hereby authorises Mo to bill such credit card:
(i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
(ii) subject to clause 14.1, each month for the Subscription Fees payable in respect of the next Renewal Period;
(b) its approved purchase order information to Mo, Mo shall invoice the Customer:
(i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
(ii) subject to clause 14.1, at the start of each renewal Period for the Subscription Fees payable in respect of the next Renewal Period,
and the Customer shall pay each invoice within 30 days after the date of such invoice.
9.3 If Mo has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Mo:
(a) Mo may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and Mo shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 2% over the then current base lending rate of Mo’s bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
9.4 All amounts and fees stated or referred to in this agreement:
(a) shall be payable in pounds sterling;
(b) are, subject to clause 13.3(b), non-cancellable and non-refundable;
(c) shall be paid in full without any deduction or withholding (other than any deduction or withholding of tax as required by law) and neither party shall be entitled to claim set-off or to counterclaim against the other in relation to the payment of the whole or part of any such amount; and
(d) are exclusive of value added tax, which shall be added to Mo’s invoice(s) at the appropriate rate.
9.5 Mo shall be entitled to increase the Subscription Fees at the start of each Renewal Period upon 30 days’ prior notice to the Customer and the Order Form shall be deemed to have been amended accordingly.
10. Proprietary rights
10.1 The Customer acknowledges and agrees that Mo and/or its licensors own all intellectual property rights in the Services, all usage data, and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
10.2 Mo confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party’s lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, which independent development can be shown by written evidence.
11.2 Subject to clause 11.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.
11.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
11.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Mo’s Confidential Information.
11.6 Mo acknowledges that the Customer Data is the Confidential Information of the Customer.
11.7 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
11.8 The above provisions of this clause 11 shall survive termination of this agreement, however arising.
12.1 The Customer shall defend, indemnify and hold harmless Mo against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services and/or Documentation, provided that:
(a) the Customer is given prompt notice of any such claim;
(b) Mo provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
(c) the Customer is given sole authority to defend or settle the claim.
12.2 Mo shall defend the Customer, its officers, directors and employees against any claim that the Customer’s use of the Services or Documentation in accordance with this agreement infringes any United Kingdom patent effective as of the Effective Date, copyright, trademark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
(a) Mo is given prompt notice of any such claim;
(b) the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Mo in the defence and settlement of such claim, at Mo’s expense; and
(c) Mo is given sole authority to defend or settle the claim.
12.3 In the defence or settlement of any claim, Mo may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
12.4 In no event shall Mo, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
(a) a modification of the Services or Documentation by anyone other than Mo; or
(b) the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Mo; or
(c) the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from Mo or any appropriate authority.
12.5 The foregoing and clause 13.3(b) state the Customer’s sole and exclusive rights and remedies, and Mo’s (including Mo’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
13. Limitation of liability
13.1 Except as expressly and specifically provided in this agreement:
(a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. Mo shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Mo by the Customer in connection with the Services, or any actions taken by Mo at the Customer’s direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
(c) the Services and the Documentation are provided to the Customer on an “as is” basis.
13.2 Nothing in this agreement excludes the liability of Mo:
(a) for death or personal injury caused by Mo’s negligence; or
(b) for fraud or fraudulent misrepresentation.
13.3 Subject to clause 13.1 and clause 13.2:
(a) Mo shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
(b) Mo’s total aggregate liability in contract (including in respect of the indemnity at clause 12.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to twice the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.
13.4 Nothing in this agreement excludes the liability of the Customer for any breach, infringement or misappropriation of Mo’s Intellectual Property Rights”.
14. Term and termination
14.1 This agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 1 month (each a Renewal Period), unless:
(a) either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of this agreement;
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
14.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(e) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.
14.3 On termination of this agreement for any reason:
(a) all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;
(b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
(c) Mo may destroy or otherwise dispose of any of the Customer Data in its possession unless Mo receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Mo shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Mo in returning or disposing of Customer Data; and
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
15. Force majeure
Mo shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Mo or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
16.1 If there is an inconsistency between any of the provisions in the main body of this agreement and any document referred to herein, the provisions in the main body of this agreement shall prevail.
16.2 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.3 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16.4 Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
16.5 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
16.6 If any provision or part-provision of this agreement is deemed deleted under clause 16.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
16.7 This agreement, made up of the Order Form, these terms and any document referred to herein, constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.8 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
16.9 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
16.10 The Customer shall not, without the prior written consent of Mo, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
16.11 Mo may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
16.12 Nothing in this agreement is intended to or shall operate to create a partnership between the parties or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
16.13 This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
16.14 This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. Transmission of an executed Order Form by email (in PDF, JPEG or other agreed format) shall take effect as the transmission of an executed “wet-ink” counterpart of this agreement. No counterpart shall be effective until each party has delivered to the other at least one executed counterpart.
16.15 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes or sent by email to the other main email address.
16.16 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
16.17 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
16.18 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 this agreement or its subject matter or formation (including non-contractual disputes or claims).