Standard Terms and Conditions

The Key Terms (as defined below) and the Terms & Conditions set out herein together comprise the “Agreement” relating to the provision of the Services to the Customer by MICE Concierge Limited (Fourth floor, Unit 5b, The Parklands, Bolton, Lancashire, United Kingdom, BL6 4SD. Company number: 08121988) (“Company”), where Company is delivering the Services as principal, except to the extent that the Key Terms expressly state that Company acts as the Customer’s agent.

If there is any conflict or inconsistency between a provision in the Key Terms and a provision in these Terms & Conditions, the provision in the Key Terms shall take precedence.

Company and the Customer are each a “Party” and together, the “Parties”.

1. Definitions

Background IPRs means all Intellectual Property Rights owned by, or licensed to, a Party prior to the Start Date;

Confidential Information means the existence and terms of this Agreement and all information disclosed by one Party to the other Party in connection with this Agreement, relating to its business and affairs,  know-how, ideas, concepts, Intellectual Property Rights, technology and processes, business or marketing information, financial affairs, arrangements or agreements with third parties (in each case, whether in oral, visual or any other form) save to the extent that such information: (i) is already in the public domain at the time of disclosure; or (ii) enters the public domain other than by breach of any obligation of confidentiality;

Costs means the amount payable as outlined in the quotation document.

Deliverable(s) means any materials created by Company for the Customer pursuant to the Agreement, including any specific deliverables requested by the Customer (including any set out in the Key Terms), but excluding any of Company’s Background IPRs;

Documentation means any digital or other documentation (incl. invitations, badges etc) required by the Customer to enable the Customer and the Guests to fully benefit from the Services;

Event if applicable, means the in person or virtual event in respect of which Company is delivering event related services as detailed in the description of Services in the Key Terms;

Force Majeure Event means all events beyond the control of the affected Party including war, hostilities, invasion, riot, civil commotion, epidemic, strikes, government control, royal bereavement, lock-outs, fire, flood, storm or other natural catastrophe, or any threat of the aforementioned, or any failure or delay caused by a sub-contractor or other third party supplier;

Guests means the guests listed in the Key Terms and/or such other guests as are invited to the Event by the Customer in accordance with the terms of this Agreement;

Intellectual Property Rights means any current and future intellectual property rights, including: (a) copyrights, trademarks, trade names, domain names, rights in logos and get-up, inventions, confidential information, trade secrets and know-how including commercial know-how, design rights, patents, rights in databases, privacy rights; (b) all intangible rights and privileges of a nature similar, analogous or allied to any rights listed in (a); and (c) in every case in any part of the world and whether or not registered, including in relation to any of rights listed in (a) and (b): (i) all granted registrations and all applications for registration; (ii) all renewals, reversions or extensions; (iii) the right to sue for damages for past infringement; and (iv) all forms of protection of a similar nature which may subsist anywhere in the world;

Key Terms means the quotation document setting out the key commercial terms relating to the booking which include the following details:

  • Customer’s details (including contact details);
  • Booking name and reference;
  • Description of the Services (including Event details, Venue details and description of any Company services);
  • Details of the total Costs payable by the Customer.

Ordinary Expenses means the expenses incurred by the Customer and the Guests during the Event;

Payment Terms means the payment terms applicable to the Costs, as set out on the relevant Company invoice;

Services means the event related services and/or venue finding services (provided by MICE Concierge Ltd), as applicable, and as detailed in the Key Terms;

Start Date means the date of receipt by Company of the Customer’s acceptance of this Agreement, whether online or in hard copy; and

Term has the meaning given to it in Clause 2.1

2. Term and Engagement

2.1    The Agreement shall commence with effect from the Start Date and shall continue thereafter until the completion of the Event or the completion of the Services (whichever is later) or unless and until otherwise terminated in accordance with Clause 12 (the Term).

2.2    The Customer engages Company to perform the Services in accordance with the Agreement for the duration of the Term. The Customer acknowledges that Company may use sub-contractors and third party suppliers to provide certain elements of the Event and/or Services (including venue owners, talent, and suppliers of production, catering and travel related services, accommodation etc).

2.3    The Customer acknowledges that Company is appointed to provide the Services on a non-exclusive basis and nothing shall prevent Company from providing any services of the same or similar nature to any third party.

3. Company’s Obligations

3.1    Company shall perform the Services during the Term with reasonable skill and care and in compliance with applicable laws.

3.2    Company shall use its reasonable endeavours to meet any performance dates or milestones set out in the Key Terms but any such dates are estimates only and time for performance shall not be of the essence.

4. Customer’s Obligations

4.1    The Customer shall co-operate with Company in all matters relating to the Services to ensure the timely and proper performance by Company of the Services.

4.2    The Customer agrees that, in addition to the Customer’s compliance with the terms of this Agreement, the Customer shall comply with, and procure the compliance of its Guests with, all relevant terms and conditions (including any ground regulations or other venue or ticket terms and conditions that may be applicable), any guidelines (including relating to health and safety) and instructions of the Event itself and the Venue at which the Event is held.

5. Costs

5.1   In consideration for the provision of the Services by Company, the Customer shall pay the Costs to Company in accordance with the Payment Terms.

5.2   The Costs shall be payable by way of bank transfer to the bank account nominated by Company from time to time or other payment method specified in the Key Terms.

5.3   All amounts payable by the Customer under this Agreement are exclusive of VAT (unless otherwise specified in the Key Terms) and shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding required by law).

5.4   In addition to the payment of the Costs, the Customer shall also reimburse Company for all reasonable expenses which have been properly incurred by Company in connection with the provision of the Services, together with any Ordinary Expenses and any expenses charged to Company in respect of any reduction in the final number of Guests attending the Event. Customer shall pay these expenses in accordance with the Payment Terms. Notwithstanding other provisions of this Clause 5.4, Company’s reasonable expenses relating to travel, room and board are subject to the guidelines below. In addition, should Company anticipate its reasonable expenses, including those set forth in the Key Terms, exceed the quoted (or agreed upon if not represented in the Key Terms) amount by more than 10%, Company shall notify Customer’s primary contact.

  • Airfare: Economy class for all flights under 5 hours. Business class, Premium Economy or the equivalent may be selected for flights of 5 hours or more.
  • Accommodation: Maximum £300.00/day.
  • Meals and Snacks: Actual expenses up to £75.00/day. Receipts required for all food purchases.
  • Ground Transportation: Taxi, rideshare, or public transportation expenses necessary for business purposes

5.5   Without prejudice to any of Company’s rights, failure by the Customer to pay any sums due to Company by the relevant due date shall entitle Company to cease provision of the Services, refuse to book any other events or purchase tickets under this Agreement (or any other contract with the Customer) and to cancel any uncompleted bookings without incurring any liability whatsoever to the Customer.

6. Intellectual Property Rights

6.1    Each Party retains ownership of its Background IPRs and nothing in this Agreement is intended to transfer any title, right or interest in such Background IPRs to the other Party (unless expressly stated).

6.2    The Customer grants to Company a royalty-free, worldwide, non-exclusive, perpetual and irrevocable licence to use any of the Customer’s Background IPRs solely to the extent necessary for Company to provide the Services and/or Deliverables and for Company to promote its services (including but not limited to using the Customer’s logos on Company’s website).

6.3    Company shall retain ownership of all Intellectual Property Rights in the Deliverables (excluding any of the Customer’s Background IPRs). To the extent that any rights in the Deliverables vest in the Customer, the Customer hereby assigns such rights (by way of present and future assignment) to Company free of charge with full title guarantee. The Customer shall take all steps necessary to give effect to this assignment.

7. Payment terms

7.1     Unless otherwise agreed in writing, our payment terms are 7 days, unless otherwise specified in our quotations or invoice.

7.2     Company shall be entitled to charge statutory interest of 8% above the Bank of England Base Rate on the overdue amount under the Late Payment of Commercial Debts (Interest) Act 1998, together with any fixed compensation and reasonable costs of recovering the debt available under that Act.

Interest shall accrue from the due date until payment is received in full, whether before or after judgment. The Customer shall also reimburse Company for any reasonable legal, professional, debt-collection and other recovery costs incurred by Company to the extent that those costs are not recovered through the statutory compensation.

8. Cancellation

8.1    If the Customer wishes to cancel all or any part of the Services, it must notify Company in writing. Cancellation shall take effect on the date Company receives that notice.

The Customer shall pay:

  1. all Costs for Services performed up to the cancellation date;
  2. all expenses and third-party costs incurred or irrevocably committed by Company;
  3. any supplier cancellation charges; and
  4. the following cancellation charge, calculated as a percentage of the remaining Costs for the cancelled Services:
  • more than 240 days: 30%;
  • 151–240 days: 50%;
  • 91–150 days: 75%; and
  • 90 days or fewer: 100%

Where the Services do not relate to a specific Event, these periods shall be measured from the scheduled commencement date of the Services.

The cancellation charges reflect the work undertaken, resources and equipment reserved, loss of opportunity and Company’s reduced ability to redeploy those resources. Company shall take reasonable steps to mitigate its losses and shall not recover the same loss twice. Any sums already paid shall be credited against the amounts due, but shall not be refundable except to the extent they exceed the total amount properly payable under this Clause.

All cancellation amounts shall become due within seven days of Company’s cancellation invoice.

8.2    Subject to Clause 8.1, where Company receives a refund from a third-party supplier in respect of cancelled Services, Company shall credit that refund against the amount payable by the Customer, less any applicable supplier charges and an administration fee of 25% where Company has not charged a management fee.

8.3    If the Customer cancels any Services or reduces the number of Guests and Company has already sent the Customer the relevant Documentation, the Customer agrees to return such Documentation to Company immediately at the Customer’s cost.

8.4    The Customer acknowledges that the cancellation and administration Costs set out above are reasonable. Company levies these charges as a genuine pre-estimate of its loss, both to cover its administration costs and to protect it against losses when customers cancel bookings.

9. Change Control

9.1 Either Party may request a change to the Services in writing. Company shall notify the Customer of any resulting changes to the scope, Costs, resources or timescales.

9.2 No change shall take effect until agreed in writing by both Parties. Company may reject any change that is impracticable, creates unacceptable risk or cannot reasonably be accommodated.

9.3 Urgent changes made shortly before or during an Event may be authorised by the Customer’s authorised representative. The Customer shall pay the reasonable additional Costs incurred.

9.4 Company may make minor operational changes without prior approval, provided they do not materially reduce the quality or functionality of the Services.

9.5 Where any of the following circumstances arise, company may propose a reasonable adjustment to the Costs, resources and time scales:

  • Guest or attendee numbers, arrival profiles or service volumes differ materially from the assumptions in the Key Terms;
  • Event dates, operating hours, Venue arrangements, locations or access times change;
  • The Customer requests additional Services, personnel, equipment or attendance hours;
  • information or approvals provided by the Customer are late, incomplete, inaccurate or subsequently changed;
  • third-party supplier charges, taxes or regulatory requirements change; or
  • circumstances outside Company’s reasonable control materially increase the cost of providing the Services.

Company shall notify the Customer of any material adjustment as soon as reasonably practicable. Company shall not be required to provide materially changed or additional Services until the revised Costs and arrangements have been agreed in writing.


10. Documentation

10.1    Subject to the payment terms set forth in the Key Terms, no Documentation shall be issued to the Customer until Company has received in clear funds the total Costs due under this Agreement.  

10.2    If the Customer requests that Company posts Documentation to it, the Customer agrees that risk in the Documentation shall pass to it upon Company posting the Documentation to the address stated in the Key Terms or otherwise notified in writing by the Customer. Company shall not be liable for any losses, damages or costs arising from non-delivery of any Documentation and Company reserves the right to levy an additional charge for issuing replacement Documentation.

10.3    No Documentation relating to the Event may be resold or transferred by the Customer (and the Customer shall procure its Guests’ compliance with the same restriction). Any Documentation relating to entry to the Event which is obtained in breach of these Terms & Conditions shall be void (together with all rights conferred or evidenced by such Documentation). Any person seeking to use Documentation in breach of these Terms & Conditions in order to gain or provide entry to or remain at the Event shall be liable to be refused admission or to be ejected from the Event and may be liable to legal action.


11. Force Majeure

11.1 Company shall not be liable for any failure to fulfil any of its obligations under the Agreement insofar as such failure is due to a Force Majeure Event. In such circumstances, Company shall promptly notify the Customer of the existence of such Force Majeure Event, and shall use reasonable endeavours to overcome the Force Majeure Event. If a Force Majeure Event occurs and affects the date of an Event and/or continues for 14 days or more, Company shall be entitled to terminate the Agreement immediately on written notice to the Customer, without incurring any liability to the Customer.

11.2 If the Agreement is terminated due to a Force Majeure Event then Company shall be entitled to invoice the Customer for any and all outstanding amounts due to be paid by the Customer to Company under the Agreement as at the date of termination.

11.3 Notwithstanding any provision in the Terms and Conditions, it is agreed that Company and/or Customer shall be entitled to postpone this Agreement by notice in writing as a direct result of the Coronavirus epidemic in the event that, acting reasonably and in good faith, it considers that it is inappropriate to stage the Event and/or staging the Event would harm the name and reputation of the Company or Customer, and in such an event, the parties agree to postpone the Event to a date to be mutually agreed and all of the same terms and conditions shall apply, and the Agreement shall be deemed amended accordingly.


12. Termination

12.1 Either Party (the Non-Defaulting Party) may terminate this Agreement immediately by written notice to the other Party (the Defaulting Party) if:

  1. the Defaulting Party undergoes an insolvency related event;
  2. the Defaulting Party commits a material breach of this Agreement which cannot be
    remedied; or
  3. the Defaulting Party commits a remediable material breach and fails to remedy such breach within 30 days of receipt of notice from the Non-Defaulting Party requesting the remedy of such breach.

12.2   Termination of this Agreement shall be without prejudice to any rights and/or obligations of either Party accruing prior to the date of such termination.

12.3   Upon the expiry of the Term or earlier termination of this Agreement:

  1.  Company shall cease to provide the Services;
  2.  All sums due to Company shall become immediately payable by the Customer; and
  3.  Each Party shall upon request return to the other Party or destroy any Confidential Information of the other Party or any other materials belonging to the other Party which are in its possession or control.

12.4   Any Clauses of this Agreement which are intended to survive the termination or expiry of this Agreement shall continue with full effect notwithstanding the expiry or termination of this Agreement.


13. Insurance

13.1   The Customer agrees to use best endeavours to ensure that all the Guests at the Event will have separate and adequate insurance cover to protect them and their property against the risk of injury or harm accruing to them as a result of attending the Event. Subject to Clause 17.1, Company shall not be responsible for injury to Guests or loss of, or damage to, their property except to the extent caused by Company’s negligence or breach of this Agreement.

13.2   Company shall maintain in place throughout the Term reasonable insurance policies to cover its potential liabilities hereunder, with a reputable insurance provider, and shall provide copies of the same to the Customer upon written request.


14. Warranties

14.1   Each Party warrants and undertakes to the other that it:

  1.  has full right, title and authority to enter into this Agreement and to perform the obligations imposed on it hereunder and that it is not a party to any agreement with any third party that might conflict with the terms hereof;
  2.  will not make any defamatory statements or comments about the other Party; and
  3.  will not make any statement or knowingly do anything or omit to do anything which brings the other Party into disrepute.

14.2 Company gives no warranty about the Event for which the booking is made, including that it will take place on a certain date or at a certain venue, or as to its quality, suitability or otherwise. Company also excludes all other warranties (whether express or implied, statutory or otherwise) to the fullest extent permitted by law. For avoidance of doubt the delivery of our Services are subject always to the terms and conditions of any Documentation.


15. Data Protection

15.1 Each Party shall comply with all applicable data-protection legislation, including the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003.

15.2 Where Company processes Personal Data on behalf of the Customer in providing the Services, the Customer shall be the Controller and Company shall be the Processor, unless otherwise stated in the Key Terms.

15.3 Such processing shall be governed by Company’s Data Processing Agreement, which is incorporated into and forms part of this Agreement. The Data Processing Agreement shall set out the subject matter, nature, purpose and duration of processing, the types of Personal Data, categories of Data Subjects and the Parties’ respective obligations.

15.4 The Customer warrants that it has all necessary lawful bases, rights, notices and consents to collect, use and provide Personal Data to Company and to instruct Company to process it for the purposes of the Services.

15.5 Notwithstanding any other order-of-precedence provision in this Agreement, if there is any conflict concerning the processing of Personal Data, the Data Processing Agreement shall take precedence..

15.6 Subject to any liability which cannot lawfully be limited, liability arising under this Clause or the Data Processing Agreement shall be subject to the exclusions and limitations in Clause 17.


16. Confidentiality

16.1   Save as otherwise permitted in this Agreement, each Party undertakes that it shall not at any time during the Term, and for a period of 3 years after termination or expiry of this Agreement, disclose to any person any Confidential Information concerning the other Party, except as permitted by Clause 16.2.

16.2   Each Party may disclose the other Party’s Confidential Information:

  1.  to its employees, officers, representatives, sub-contractors or advisers who need to know such information for the purposes of carrying out that Party’s obligations under this Agreement and in each case, who agree to comply with the confidentiality obligations set out in this Clause 16;
  2.  as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; or
  3.  if such disclosure has been approved in writing by the other Party.
  4. Exclusion of liability

 17. Exclusions of liability.

17.1 Nothing in this Agreement shall limit or exclude Company’s liability for:

(a)   death or personal injury caused by its negligence;

(b)   fraud or fraudulent misrepresentation; or

(c)   any other liability which cannot be limited or excluded by applicable law.

17.2 Subject to Clause 17.1, Company shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, for any:

(a) loss of profit;

(b) loss of revenue;

(c) loss of anticipated savings;

(d) loss of business opportunity;

(e) loss of contracts;

(f) loss of customers;

(g) loss of goodwill;

(h) loss of reputation;

(i) loss or corruption of data;

(j) wasted management time;

(k) business interruption; or

(l) indirect, special or consequential loss,

arising under or in connection with this Agreement, whether such losses are direct or indirect and whether or not such losses were foreseeable by either party.

17.3 Subject to Clauses 17.1 and 17.2, Company’s total aggregate liability arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, shall not exceed the total Costs paid by the Customer under this Agreement.

17.4 Customer and third-party dependencies

The Customer acknowledges that Company’s ability to perform the Services depends upon the Customer, the Venue and other third parties engaged by or on behalf of the Customer performing their responsibilities fully, accurately and within the timescales specified by Company.

The Customer shall provide, in a timely fashion, all information, decisions, approvals, personnel, access and assistance reasonably required by Company, including, where applicable:

  • complete, accurate and up-to-date attendee, registration and QR-code data;
  • approved badge artwork, print specifications and other event materials;
  • access to relevant platforms, systems, integrations and administrator permissions;
  • final event timings, attendance numbers, arrival profiles and service requirements;
  • details of accessibility, dietary and other special requirements;
  • timely participation in testing, rehearsals and sign-off procedures;
  • suitable Venue access, workspace, power, internet connectivity and secure equipment storage;
  • an authorised representative available to provide instructions and make binding decisions; and
  • sufficient appropriately briefed staff or volunteers where these are to be provided by the Customer.

The Customer warrants that all information, materials, instructions and approvals supplied by or on its behalf shall be complete, accurate, lawful and provided by the applicable deadlines.

Company shall not be liable for any delay, failure, additional cost or loss to the extent caused or contributed to by any late, incomplete, inaccurate or unlawful information, instruction, approval, facility or assistance supplied by the Customer or a third party for whom Company is not responsible.

In those circumstances, Company shall be entitled to:

  1. a reasonable extension of time, taking account of the operational effect of the delay and not merely its duration;
  2. make reasonable changes to the method, timetable or resources used to provide the Services;
  • charge the Customer for reasonable additional work, costs and resources required; and
  1. suspend the affected Services where Company cannot reasonably proceed safely, lawfully or effectively.

Company shall notify the Customer as soon as reasonably practicable after becoming aware of a material dependency failure and shall take reasonable steps to mitigate its effects.

17.5 The Customer acknowledges that certain Services may rely upon third-party software, platforms, applications, internet connectivity, venue infrastructure or other third-party services. Company does not warrant the uninterrupted or error-free operation of any third-party system and shall not be liable for any loss, delay, interruption, failure or degradation of service arising from or attributable to any third-party software, platform, infrastructure or service outside Company’s reasonable control.

17.6 Customer review, testing and approval

The Customer is responsible for reviewing and approving all event specifications, attendee-management requirements, registration processes, badge artwork, print specifications, integrations, configurations and testing plans submitted to it for approval.

The Customer shall carry out or participate in any testing, rehearsal or sign-off process reasonably requested by Company and shall promptly notify Company of any error, omission or discrepancy identified.

Company shall not be liable for any delay, failure or loss to the extent caused or contributed to by:

  • an instruction, decision, approval or omission of the Customer;
  • the Customer’s failure to review, test or approve an item within the required timescale;
  • the Customer’s approval of information or specifications that are inaccurate or incomplete; or
  • any unauthorised change made by the Customer or a third party following testing or approval.

However, the Customer’s approval shall not relieve Company of its obligation to exercise reasonable skill and care. Company shall notify the Customer if it identifies an obvious material error or defect which a competent provider of the Services would reasonably be expected to identify. Company shall not be responsible for latent defects or errors that could not reasonably have been identified from the information, access and testing opportunities available to it.

18. Relationship of the Parties

18.1 The Parties are independent contracting parties. Nothing in this Agreement creates a partnership, joint venture, employment relationship or fiduciary relationship between them, nor authorises either Party to bind the other, except where Company is expressly appointed to act as the Customer’s agent in the Key Terms.

19. Customer indemnity

The Customer shall indemnify Company against reasonable losses, liabilities, damages, claims, costs and expenses, including reasonable legal costs, incurred by Company arising from any third-party claim to the extent caused by:

  • any unlawful, inaccurate or unauthorised instruction given by or on behalf of the Customer;
  • any content, data, artwork, materials or Intellectual Property Rights supplied by or on behalf of the Customer;
  • any act or omission of the Customer’s employees, contractors, volunteers, Guests or other personnel under its direction or control;
  • the Customer’s breach of any applicable Venue, Event or third-party supplier terms; or
  • injury, loss or damage caused by personnel, equipment or materials provided by or on behalf of the Customer,

except to the extent that the claim was caused or contributed to by Company’s negligence or breach of this Agreement.

Company shall notify the Customer promptly of any claim, take reasonable steps to mitigate its loss and not settle the claim without consulting the Customer, unless required by law or a regulatory authority.

20. Non-solicitation of staff

During the Term and for 12 months after completion of the Services, the Customer shall not, without Company’s prior written consent, directly solicit for employment or engagement any employee or contractor of Company who was materially involved in providing the Services.

This restriction shall not apply to a person who responds independently to a general recruitment advertisement not specifically targeted at Company personnel.

If the Customer employs or engages such a person in breach of this Clause, it shall pay Company a recruitment fee equal to 25% of that person’s annual remuneration or annualised contractor fees. The Parties agree that this represents a reasonable estimate of Company’s recruitment, training and replacement costs.

21. International Services

Where the Services require international travel or delivery:

  • each Party shall be responsible for obtaining the passports, visas, work permits and other authorisations required for its own personnel, except where otherwise agreed in writing;
  • the Customer shall provide timely invitation letters, Event documentation and reasonable assistance required for Company personnel to obtain relevant permissions;
  • the Customer shall be responsible for local Event, Venue and organiser permissions and for notifying Company of applicable local requirements;
  • company may charge the Customer for reasonable visa, permit, travel, accommodation, freight, customs, carnet, insurance, vaccination and compliance costs incurred in providing the Services;
  • unless expressly included in the Costs, the Customer shall bear any local taxes, duties, withholding taxes, customs charges or similar charges arising from delivery of the Services, excluding taxes on Company’s net income;
  • costs stated in sterling may be adjusted to reflect material exchange-rate movements occurring between quotation and payment of the relevant foreign-currency cost; and
  • company shall not be liable for delay or failure caused by refusal or delay of a visa or permit, border restrictions, customs delays, carrier disruption or other international travel disruption outside its reasonable control.

If such disruption occurs, the Parties shall cooperate to agree reasonable alternative arrangements. The Customer shall remain responsible for Services already performed and all reasonable non-refundable or irrevocably committed costs.

22. General

22.1 Any notice to be given under this Agreement shall be deemed to have been duly given if sent or delivered by: a) hand; or b) express or air mail or other fast postal or courier service; or c) email (save that notice of purported termination or alleged breach of this Agreement shall not be served by email but via another permitted means),  in each case to the postal or email address as either Party may from time to time notify to the other for the purposes of receipt of such notices. Any notice served by hand, or by a courier or other postal service pursuant to b) above shall be duly served upon receipt by the addressee and where the notice or other document is given by email, service will be deemed to have taken place simultaneously with the delivery or transmission (provided that evidence of successful transmission can be produced). The provisions of this Clause 23.1 shall not apply to the service of any proceedings or other documents in any legal action.

22.2 This Agreement constitutes the entire agreement between the Customer and Company, and supersedes all previous or contemporaneous agreements, proposals, understandings and representations (written or oral).

22.3 Nothing in this Agreement shall confer on any third party any benefit or the right to enforce any term of this Agreement.

22.4 If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall be deemed deleted from this Agreement and the remainder of this Agreement shall not be affected. Should the foregoing apply, the Parties shall use all reasonable endeavours to agree upon any lawful and reasonable changes to this Agreement which may be necessary in order to effect, as close as possible, the commercial intent of this Agreement.

22.5 No amendments to this Agreement shall be effective unless agreed in writing by the Parties.

22.6 This Agreement (and any non-contractual obligations arising out of it) is governed by the law of England & Wales and both the Customer and Company submit to the exclusive jurisdiction of the English courts in respect of any dispute arising out of or in connection therewith.