1. These terms and conditions as amended from time to time (“Terms”) together with the agreed service agreement provided by us to you either in writing or via a typeform agreement (“Service Agreement”) together govern the relationship between NOQ EVENTS LTD, a limited company registered in England under company number 11805571, whose registered address is 85 Tottenham Court Road, London, England, W1T 4TQ (“we”, “us”, “our”); and the business customer as set out in the relevant Service Agreement (“you”, “your” “Customer”).
2. We provide a cloud-based digital vendor management platform for businesses in the hospitality trade via our software. The NOQ Platform offers the functionality set out under clause 6 together with the specifics contained in the relevant Service Agreement (“Standard Platform”) and the Food and Beverage Management Platform offers the functionality set out under clause 7 together with the specifics contained in the relevant Service Agreement (“Food and Beverage Management Platform”).
3. The term “Platform” is used in these Terms to mean the NOQ Platform and/or the Food and Beverage Management Platform as relevant to you. Details of which licence to use the Platform and the level of access that you have purchased from us is contained in your Service Agreement (“Licence”).
4. Please read these Terms carefully before signing up to a Service Agreement. By signing up to a Service Agreement, you agree that you have read and understood these Terms, and agree to comply with and be legally bound by them.
5. Unless terminated earlier in accordance with these Terms, your licence to use the Platform shall be for the period set out in the Service Agreement (“Licence Term”).
6. The Payment Solutions Platform:
i. offers a payment solution for customers to order and pay for food and drinks from you through the Platform via their own mobile devices (“Mobile Ordering”);
ii. is a cloud-based electronic point of sale software which integrates Mobile Ordering and in-person customer purchases, enabling customers to order and pay for food and drinks from you through the Platform (“EPOS”); and
iii. is a back-end system that enables individual vendors and businesses to manage their menus, pricing, item descriptions and other settings required to set up a payment solution for Mobile Ordering and EPOS. (“Vendor Portal”)
7. The Food and Beverage Management Platform provides real-time visibility of food and beverage sales across multiple vendors at a given venue or event. Data is fed into the system through the transactions captured via the NOQ Platform.
8. Given the way that we are paid for your use of the Platform, by signing up for any Licence, you contractually promise (warrant and undertake) to us that that during the Licence Term:
a. You shall not use any other point of sale software in your business;
b. All mobile device orders placed by your customers will go through the Platform and you will not accept any mobile device orders which have not been purchased via the Platform;
c. All customer orders, for any products or services purchased from you, will go via the Platform and you will not accept any orders from any customers unless such orders have been purchased via the Platform;
d. You will act in good faith towards us and will not seek to circumvent the payment to us of the Transaction Fee (as defined below) for your use of the Platform and Licence.
9. You agree that should you breach clause 8, you shall be obliged to pay us damages of £1000 reflecting the onboarding costs incurred by us and the highest revenue you have paid to us during the Licence Term multiplied by three. This is a genuine pre-estimate of our loss and is based on the potential revenue we would lose by you not using the Platform for all your sales. This does not impose a detriment on you which is disproportionate to our legitimate interests.
10. Subject to these Terms and the purchase of a Licence, we shall during the Licence Term grant you a non-exclusive, non-transferable right (without the right to grant sub-licences) to use the Platform in accordance with the terms of your Licence as set out under your Service Agreement.
11. The rights granted under these Terms are granted only to you and shall not be considered granted to any subsidiary or holding company.
12. These Terms apply to business clients only. These Terms do not apply to individual consumers using the Platform for personal use (that is, not in connection with, or for use in, their trade, business, craft, or profession).
13. We will not be responsible for any delay in the availability of the Platform that results from you providing incorrect or incomplete information or failure to pay the Upfront Fee.
14. No part of the Platform constitutes a contractual offer capable of acceptance. Only once we have sent you a welcome email with the express confirmation of your Licence, will there be a legally binding contract between us and you.
15. We shall make the functionality for the Licence that you have subscribed for available, but if you choose not to access it or use it, for any reason, you will not be entitled to any refund.
16. Functionalities appropriate to your Licence will be available immediately from when we send you a confirmation email and for the duration of your Licence Term (including any renewals, or until the Licence is otherwise ended) save for in some limited circumstances where we may need to suspend the provision of the Platform (in full or in part) to fix technical problems or to make necessary minor technical changes, or to update the Platform, or to make more significant changes to the Platform.
17. The Platform may:
a. include general information provided by us or third parties. Any general information provided as part of the Platform, may not be suitable to your circumstances and should not be considered as a substitute for professional advice.
b. provide links to the sites of affiliated companies and certain other businesses. We are not responsible for examining or evaluating, and we do not warrant the offerings of any of these businesses or individuals, or the content of their websites. We do not assume any responsibility or liability for the actions, product, and content of all of these or any other third parties. This includes, without limitation, Stripe.
18. The use of the Platform by those staff authorised by you to use the Platform (“Authorised User(s)”) and your customers shall be governed by the End User Licence Agreement as set out on the Platform from time to time.
19. At all times you remain liable to each and every one of your customers in respect of any product or service sold to them via the Platform or otherwise. You hereby indemnify us and keep us indemnified on demand and hold us harmless from and against all damages, liabilities, demands, costs and expenses including without limitation all legal and other professional fees, costs and expenses, claims, actions and proceedings (including without limitation all consequential, direct, indirect, special or incidental loss or punitive damages or loss, fines, penalties, interest and loss of profit or any other form of economic loss (including loss of reputation));suffered or incurred by us arising out of, or in connection with, any product or service sold to a customer whether via the Platform or otherwise
20. You are required to provide us with certain information for the Platform about your products and services, prices, availability, stock level, statutory information, allergens and nutritional information (“Product Information”).
21. By providing us with any Product Information you promise to us that all such information is truthful, accurate and not misleading.
22. We rely on the Product Information you provide to us and the promises you are making about it. Accordingly you hereby indemnify us and keep us indemnified on demand and hold us harmless from and against all damages, liabilities, demands, costs and expenses including without limitation all legal and other professional fees, costs and expenses, claims, actions and proceedings (including without limitation all consequential, direct, indirect, special or incidental loss or punitive damages or loss, fines, penalties, interest and loss of profit or any other form of economic loss (including loss of reputation)); suffered or incurred by us arising out of or in connection with any Product Information.
23. If you provide us with any content for display on the Platform (“Content”), you grant us a non-exclusive, royalty-free licence to use, reproduce, publish, make available, translate and modify such Content including without limitation the right to sublicense these rights to third parties;
24. You represent and warrant that you own or otherwise control all of the rights to the Content and that the Content and material is accurate; and our use of the Content does not breach any third-party intellectual property rights and will not cause injury to any person or entity (including without limitation that the Content is not defamatory).
25. You agree to indemnify us for all claims brought by a third party against us arising out of or in connection with the Content you supply.
26. By providing us with any Content you promise to us that you own the intellectual property rights in the Content and that there is nothing to prevent us from using such intellectual property rights on the Platform to deliver the Licence to you and to operate the Platform. This shall include without limitation our requirement to set up the customer facing interface via the Platform.
27. We rely on the promise that you make to us that you own any and all intellectual property rights in any material to you send to us and accordingly you hereby indemnify us and keep us indemnified on demand and hold us harmless from and against all damages, liabilities, demands, costs and expenses including without limitation all legal and other professional fees, costs and expenses, claims, actions and proceedings (including without limitation all consequential, direct, indirect, special or incidental loss or punitive damages or loss, fines, penalties, interest and loss of profit or any other form of economic loss (including loss of reputation));suffered or incurred by us arising out of or in connection with any breach of any third party intellectual property rights arising from our use of any content you provide to us.
28. It is your responsibility to make any and all arrangements necessary in order for you and your customers to access and use the Platform. You shall ensure at all times that you have suitable internet connectivity at your venue to be able to use the Platform and for your customers to access the Platform. You shall be, to the extent permitted by law and except as otherwise expressly agreed, responsible for procuring, maintaining and securing all network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
29. You shall ensure that your network and systems comply with any relevant specifications provided by us from time to time.
30. You are responsible for displaying all necessary information to customers to enable them to use the Platform. You shall only use marketing materials about the Platform as approved by us in advance in writing.
31. We do not monitor any information or data supplied via the Platform. You shall at all times be responsible for any information or data exchanged via the Platform. It is your obligation to properly monitor the Platform and fulfil any orders placed via the Platform.
32. You shall at all times cooperate with us during the Licence Term. Where you fail to cooperate with us or provide any information we require in a timely manner, we reserve our right to charge you an additional sum to compensate for any additional work we are required to undertake.
33. You shall ensure that any Authorised Users use the Platform in accordance with these Terms and shall be responsible for any Authorised User’s breach of these terms.
34. You shall obtain and maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform our services and operate the Platform.
35. We have integrated Stripe as the payment provider on the Platform. Subject to clause 36 we shall not pass on to you the transactional and bank processing fees payable by us to Stripe and/or the relevant bank for each transaction via the Platform and have included this cost within our Transaction Fee.
36. We reserve our right to pass onto you any bank processing and/or Stripe transactional charges we incur:
a. in exceptional circumstances where in respect of your Transactions the bank processing and/or Stripe transactional charges we incur exceed 100% of the Transaction Fee; and/or
b. where you have breached clause 10; and/or
c. for any international card payments and/or use of American Express
37. At all times we are not liable for any processing of a transaction by Stripe. At all times the processing by Stripe is subject to their own terms and conditions. You have control over your access to Stripe via the Platform and it is your responsibility to connect and view your Stripe dashboard.
38. Where we supply you with a device it shall be for the devices set out in the Service Agreement (“Device(s)”).
39. Whether you are buying outright or hiring the Devices for the Licence Term is documented in the Service Agreement.
40. We shall deliver the Devices to the address on the Service Agreement on the date contained in the Service Agreement.
41. Where you are hiring a Device from us:
a. Upon termination or expiry of the Licence you must immediately return the Device to such an address as we notify to you;
b. You shall pay the hire fees as set out in the Service Agreement (“Hire Fees”). In the event that the Device or any part thereof is not returned to us in accordance with these Terms you shall pay us such amount as is proportionate to the Hire Fee, such amount to be calculated on a daily basis inclusive of any part day on which the Device is returned.
c. Title in the Device shall at all times be vested in us and you acknowledge that you have no right, title or property in the Device. Risk in the Device shall pass to you upon it leaving our physical possession or control and shall not revert back to us until the Device is back in our physical possession or control notwithstanding the termination of the Licence.
d. You undertake that you shall at all times:
i. Keep the Device in your possession and control at the premises on the Service Agreement and ensure that it is secure against loss, damage and theft;
ii. operate the Device in a proper, safe and prudent manner in accordance with any operating instructions issued for it and for the purpose for which it was designed, and ensure that the Device is operated with all due care and attention and used by properly skilled and trained personnel in accordance with our relevant instructions;
iii. keep the Device in good working order, fair wear and tear excepted;
iv. be responsible for the cost of any consumable used in the operation of the equipment, and shall ensure that any consumable is compatible with the Device and is approved by us;
v. ensure that any identification marks, labels or signs on or fixed to the Device are not removed, defaced, amended, obscured or otherwise subjected to interference, including those which identify the Device as belonging to us;
vi. permit us, our employees and agents access to the Device and the premises on which it is held for the purpose of inspecting the Device; and
vii. ensure that Device is returned in the same condition that it was supplied in (fair wear and tear excepted).
42. If the Device breaks down you must immediately stop using the Device and disconnect it from the power source (where appropriate). You must immediately inform us of any break down. You must not undertake or permit any repair work on the Device without our express written permission. Where the break down is caused by your negligence or the misuse of the Device (as reasonably determined by us), the cost of repair or replacement shall be borne by you. The Hire Fee shall continue to be payable by you during any period of stoppage.
43. To the maximum extent permitted by law we do not supply any Device with any representation concerning the condition, performance or quality of the Device or subject to any term, condition or warranty express or to be implied by statute, common law or otherwise and all such representations, conditions, warranties whether relating to the capacity, age, satisfactory quality, description, condition of use of the Device or to the suitability or fitness of the Device for a particular or any purpose are expressly excluded and/or waived by you.
44. All fees payable by you for your use of the Platform and the hire and/or purchase of the Devices is contained in your Service Agreement.
45. Our fees may include:
a. the upfront fee detailed in your Service Agreement (“Upfront Fee”). The Upfront Fee must be paid at the time you subscribe for the Licence. We will not process your Licence without payment in full of the Upfront Fee;
b. an administration fee based on the gross amount of each transaction for goods and/or services purchased from you via the Platform (“Transaction”) at the rate documented in the Service Agreement (“Transaction Fee”). The Transaction Fee shall be deducted by us prior to the proceeds of the Transaction being transferred to you (“Payout”);
c. the licencing fee payable for use of the Platform as set out in your Service Agreement (“Licence Fee”);
d. card processing fee payable to Stripe for any international payments made via the Platform or the use of American Express.
46. You understand and agree that the Transaction Fee does not include payments made using an international bank account or American Express which shall incur a higher fee.
47. Payout for all Transactions shall be within 48 hours unless you agree to additional charges for faster release from Stripe or in the event of circumstances outside of our reasonable control.
48. If you do not make any payment due to us on time, we may suspend your access to the Platform and may cancel your Licence. Any outstanding sums due to us will remain due and payable with interest of 1.5%.
49. You remain responsible for the payment of all taxes due on any sums paid for your goods and/or services via the Platform including without limitation any value added tax. Accordingly you hereby indemnify us and keep us indemnified on demand and hold us harmless from and against all damages, liabilities, demands, costs and expenses including without limitation all legal and other professional fees, costs and expenses, claims, actions and proceedings (including without limitation all consequential, direct, indirect, special or incidental loss or punitive damages or loss, fines, penalties, interest and loss of profit or any other form of economic loss (including loss of reputation));suffered or incurred by us arising out of or in connection with any failure by you to pay value added tax due on any payment made for goods or services via the Platform.
50. We may from time to time change our prices. Subject to clause 36 any changes in price will not affect any Licence that you have already purchased but will apply to any subsequent renewal or new Licence. We will inform you of any change in price in writing at least 14 days before the change is due to take effect.
51. We make all reasonable efforts to ensure that all prices shown on our Platform are correct at the time of going online. All pricing information is reviewed and updated periodically.
52. Prices on our Platform are shown exclusive of VAT.
53. Where any updates are made to the Platform, it will continue to match the Licence you purchased. Please note that this does not prevent us from enhancing the Platform or any Licence, thereby going beyond the original description.
54. We (and our licensors) own (and retain) all intellectual property rights (at all times throughout the world) in the Platform and you agree that you will not do anything to infringe or prejudice those rights. When you purchase a Licence to access the Platform and subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform.
55. All rights not expressly granted to you in these Terms are reserved and retained by us or our licensors. Nothing may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. You may not frame or use framing techniques to enclose any trademark, logo or other proprietary information without our express written consent.
56. Unless otherwise expressly permitted by us in writing, you may not:
a. sell, sublicense, distribute, display, store, copy, modify, decompile or disassemble, reverse engineer, translate or transfer the Platform or the materials on it in whole or in part, or as a component of any other product or service;
b. use the Platform or the materials on them to create any derivative works or competitive products;
c. allow any third parties to access, use or benefit from the Platform or materials on it in any way;
d. use any programmatic, scripted or other mechanical means to access the Platform or the materials on it; or
e. share your password or login details with anyone.
57. Your Licence shall commence on the start date on the Service Agreement and shall continue for the Licence Term unless terminated in accordance with the provisions of these Terms.
58. Given the manner in which we charge you for the Licence, you shall only be permitted to terminate your Licence for convenience (other than for our material breach of these Terms and the Service Agreement) at the end of the relevant Licence Term and with no less than 14 days written notice of termination to be received no earlier than the last three months of your Licence Term.
59. In the event that you fail to terminate the Licence in accordance with clause 58 the Licence term shall automatically renew on a monthly basis.
60. We may terminate your Licence with immediate effect at any time if:
a. if you commit a material breach of these Terms and/or the Service Agreement which is not remedied within 30 days of receiving written notice of such breach;
b. you repeatedly breach these Terms and/or the Service Agreement in such a manner to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to these Terms;
c. there is a change of control of your business and the new owner is one of our competitors;
d. you do something which in our reasonable opinion is likely to bring our business into material disrepute;
e. you fail to pay any amount due on the due date for payment and remain in default for not less than 14 days after being notified in writing to make sure payment
f. our payment processor increases its transaction and/or processing and/or bank processing and/or bank transaction charges, to exceed more than 100% of our charges of the Transaction Fee;
g. if you are declared insolvent or bankrupt;
h. If you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts or are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986, as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
i. you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with your creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
j. a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 14 days;
k. the holder of a qualifying floating charge over your assets has become entitled to appoint or has appointed an administrative receiver
l. if a winding-up, administration or freezing order is made against you and not dismissed within 90 days to declare you bankrupt and/or for a reorganisation under the bankruptcy law or any similar statute; or
m. if a trustee in bankruptcy or a receiver or administrator or similar entity is appointed for you.
61. Upon the termination of your Licence for any reason:
a. all licences granted to you, your customers and Authorised Representatives to use the Platform, services and/or any of our software or devices shall immediately terminate and you shall immediately cease all use of the Platform and/or any software and Devices and shall instruct your Authorised Users and customers to do the same;
b. We may destroy or otherwise dispose of any of your data connected with you on the Platform and any other data (personal data or otherwise) belonging to you, any Authorised User or customer unless we receive, no later than 10 days after the effective date of the termination of the Licence, a reasonable written request for the delivery to you of the then most recent back-up of the data. We shall use reasonable commercial endeavours to deliver the back-up to within 30 days of its receipt of a reasonable written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination) and have confirmed in writing that you remain entitled to receive all of the data on that date. For the avoidance of doubt following the expiry of the time limit under this clause (b) there shall be no access to any backup of any data on the Platform; and
c. 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.
62. Access to the Platform is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue the Platform (or any part of it) at any time and without notice. We will not be liable to you in any way if the Platform (or any part of it) is unavailable at any time and for any period.
63. Whilst we will endeavour to provide updates to the Platform, we are under no obligation to provide any new material nor update current material or any services on the Platform.
64. We make no representations or warranties to you of any kind, express or implied, as to the operation of the Platform, information or materials included on the Platform other than as set out under these Terms.
65. Subject to clause 68, we are not responsible for any loss, damage or cost resulting from any decisions that are made by you in reliance on the Platform. You agree that you use the Platform at your own risk in these respects.
66. Subject to clause 68, we will not be liable to you, whether in contract, tort (including without limitation any negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity or loss of anticipated savings, or for any indirect or consequential loss arising out of or in connection with any contract between you and us.
67. Subject to clause 68 and to the maximum extent permitted by law our total liability to you for all losses whether in contract, tort (including without limitation negligence), breach of statutory duty, or otherwise, shall be either £100 or the Upfront Fees, whichever is the greater sum.
68. Nothing in these Terms seeks to limit or exclude our liability for death or personal injury caused by our negligence (including that of our employees, agents or sub-contractors), for fraud or fraudulent misrepresentation, or for any other matter in respect of which liability cannot be excluded or restricted by law.
69. We will not be liable for any failure or delay in performing our obligations where that failure or delay results from any cause that is beyond our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, the payment provider suffers any outage or failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, lack of power supplies, lack of internet connection, lack of available facilities or any other similar or dissimilar event or circumstance that is beyond our reasonable control.
70. If any event described under clause 69 occurs that is likely to adversely affect our performance of any of our obligations under these Terms:
a. We will inform you as soon as is reasonably possible;
b. We will take all reasonable steps to minimise the delay;
c. To the extent that we cannot minimise the delay, our affected obligations under these Terms (and therefore the contract) will be suspended and any time limits that we are bound by will be extended accordingly;
d. We will inform you when the event outside of our control is over and provide details of any new dates, times or availability of the Platform as necessary;
71. If the event outside of our control continues for more than 4 weeks, we may cancel the Licence and inform you of the cancellation.
72. To the maximum extent permitted by law we shall be permitted to use any data collected via the Platform as we reasonably determine in our utter discretion.
73. We shall at all times comply with our Privacy Policy [https://www.noqgroup.com/privacy-policy/] in respect of the privacy and security of any data inputted or shared into the Platform.
74. At all times you promise to us that you shall comply with all applicable requirements of all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and any relevant legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications) (“Data Protection Legislation”) in respect of your use of the Platform and any data provided to you from the Platform.
75. We do not process financial or banking information of a customer as this is handled directly by our payment provider Stripe.
76. We may at any time on not less than 10 days’ notice, revise our data protection obligations under these Terms by replacing it with any other clauses or terms.
77. You must implement suitable contingency and disaster recovery plans which should be implemented in the event of any loss of service of the Platform or catastrophic or serious outage of the Platform and/or services. At all times you remain responsible for keeping a suitable backup of any data it requires to be able to comply with any contractual obligations and deliver service to your customers.
78. You shall indemnify us and keep us indemnified against:
a. all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid by us to any data subjects using the Platform in respect of any of your customers or Authorised User (“Data Subject”) (including compensation to protect goodwill and ex gratia payments), demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a Data Protection Supervisory Authority); and
b. all amounts paid or payable by us to a third party which would not have been paid were you not in breach of your data protection obligations.
79. If you wish to contact us with general questions or complaints, you may contact us by:
a. Telephone [+447425532142]; or
b. Email at [contact@noqgroup.com];
c. Post at our Registered Address [85 Tottenham Court Road, London, W1T 4TQ]
80. We may post changes to these Terms via the Platform from time to time, and such changes shall be effective from the next time you use the Platform.
81. We may transfer or assign our obligations and rights under these Terms to a third party (this may happen, for example, if we sell our business). If this occurs, you will be informed by us in writing. Your rights under these Terms (and the Service Agreement) will not be affected and our obligations under these Terms (and the Service Agreement) will be transferred to the third party who will remain bound by them.
82. You may not transfer (assign) your obligations and rights under these Terms (and under the Service Agreement, as applicable) without our express prior written consent.
83. These Terms shall be binding upon, and shall ensure to the benefit of, the parties hereto and their heirs, legal representatives, personal representatives, administrators, successors, and permitted assigns, as the case may be.
84. These Terms and our contract is between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms.
85. These Terms and the Service Agreement constitutes the entire agreement between us and you with respect to your purchase of a Licence and hire/purchase of any Device from us. You acknowledge that you have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of us that is not set out in these Terms and the Service Agreement and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.
86. If any of the provisions of these Terms are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms. The remainder of these Terms shall remain valid and enforceable, and shall continue to be given full force and effect.
87. No failure or delay by us in exercising any of our rights under these Terms mean that we have waived that right, and no waiver by us of a breach of any provision of these Terms means that we will waive any subsequent breach of the same or any other provision.
GOVERNING LAW AND JURISDICTION88. These Terms and any dispute or claim (whether contractual or otherwise) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.
89. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or otherwise) arising out of or in connection with these Terms or its subject matter or formation.