TERMS & CONDITIONS (page 3 of 3)
- 32. You shall indemnify us and keep us indemnified and hold us harmless from and against any breach by you of these terms of business and any claim brought against us by a third party resulting from the provision of Services by us to You and your use of the Services and the Server including, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses), howsoever suffered or incurred by us in consequences of your breach or non-observance of any of the terms of this Agreement.
- 33. Any notice to be given under this agreement shall be in writing and delivered either by first class post or by e-mail.
- 34. All notices will be deemed to have been served and effective three days after the date it is sent.
Changes to this agreement
- 35. CWD can change the terms and conditions under this agreement at any time on 14 days notice to the Client.
- 36. Any changes the Client wishes to make to this agreement will only take effect if agreed in writing by CWD.
- 37. The Client may not assign or transfer any of its rights or obligations under this agreement without the prior written consent of CWD.
- 38. CWD may assign or transfer its rights and obligations under this agreement but must notify the Client of the same in writing within 14 days of the transfer or assignment.
- 39. Neither CWD nor the Client shall be liable under or deemed to be in breach of this agreement for any delays or failures in performance of this agreement which results from circumstances beyond the reasonable control of that party.
Agency / Partnership
- 40. For the avoidance of doubt this agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the CWD and the Client other than the contractual relationship expressly provided for in this agreement. Neither CWD nor the Client shall have, nor represent that it has, any authority to make any commitments on the others behalf.
- 41. This agreement contains the whole agreement between CWD and the Client and supersedes and replaces all previous written or oral agreements, representations or understandings between CWD and the Client.
- 42. CWD and the Client confirm that they have not entered into this agreement on the basis of any representation that is not expressly incorporated into this agreement but nothing in this agreement excludes liability for fraud.
- 43. If any provision of this agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement
Law and Jurisdiction
- 44. The validity, construction and performance of this agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which CWD and the Client submit.