Stunn Ltd. Web Development Standard Terms & Conditions
51 Frederick Road
Web Development Terms
Please read these Web Development Terms carefully, as they set out our and your legal rights and obligations in relation to our web development services.
1. Definitions and interpretation
1.1 In the Agreement:
“Acceptance Criteria” has the meaning given to it in Clause [5.2];
“Acceptance Period” means the period of 10 Business Days beginning on the date of actual delivery of the Website to the Customer;
“Affiliate” means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;
“Agreement” means the agreement between the Developer and the Customer incorporating these Web Development Terms and the Proposal, and any amendments to it from time to time;
“Business Day” means any weekday, other than a bank or public holiday in England;
“Business Hours” means between 09:00 and 17:30 London time on a Business Day;
“CCN” means a change control notice issued in accordance with Clause 6;
“CCN Consideration Period” means the period of 5 Business Days following the receipt of a CCN sent by the other party;
“Change” means [any change to the terms of the Agreement (including for the avoidance of doubt any change to Website specification in the Proposal);
“Charges” means the amounts payable by the Customer to the Developer under or in relation to the Agreement (as set out in the Proposal);
“Confidential Information” means the Customer Confidential Information and the Developer Confidential Information;
“Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” will be construed accordingly);
“Credit” means credit for the Developer on the Website, in the form specified in the Proposal;
“Customer” means the customer for services under the Agreement as specified in the Proposal;
“Customer Confidential Information” means:
(a) any information disclosed by the Customer to the Developer during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure: (i) was marked as “confidential”; or (ii) should have been reasonably understood by the Developer to be confidential;
“Customer Works” means the works and materials provided to the Developer by the Customer, or by any third party acting for or on behalf of the Customer, for incorporation into the Website;
“Defect” means a defect, error or bug having a material adverse effect on the appearance, operation or functionality of the Website but excluding any defect, error or bug caused by or arising as a result of:
(a) an act or omission of the Customer, or an act or omission of one of the Customer's employees, officers, agents or subcontractors; or
(b) an incompatibility between the Website and any other application, program or software (other than the Customer Works and the Third Party Works);
“Delivery Date” means the date for delivery of the Website specified in the Proposal;
“Design Elements” means the visual appearance of the Website (including page layouts, artwork, photographs, logos, graphics, animations, video works and text comprised in the Website) together with all mark-ups and style sheets comprised in or generated by the Website, but excluding:
(a) the Customer Works; and
(b) the Third Party Works;
“Developer” means Stunn Ltd, a company incorporated in England and Wales (registration number 08047548) having its registered office at 51 Frederick Road, Edgbaston, Birmingham B15 1HN;
“Developer Confidential Information” means:
(a) any information disclosed by the Developer to the Customer during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure: (i) was marked as “confidential”; or (ii) should have been reasonably understood by the Customer to be confidential
“Effective Date” means the date of execution of the Proposal;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, denial of service attacks, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semiconductor topography rights and rights in designs);
“Personal Data” has the meaning given to it in the Data Protection Act 1998;
“Proposal” means the proposal document/estimate issued by the Developer detailing the scope of the Services and other matters relating to the Agreement;
“Services” has the meaning given to it in Clause 3.1;
“Software Elements” means the Website excluding:
(a) the Design Elements;
(b) the Customer Works; and
(c) the Third Party Works;
“Third Party Works” means the works and materials comprised in the Website, the Intellectual Property Rights in which are owned in whole or part by a third party (excluding the Customer Works);
“Term” means the term of the Agreement; and
“Website” means the website or web application to be developed by the Developer for the Customer under the Agreement.
1.2 In the Agreement, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
1.3 Clause headings do not affect the interpretation of the Agreement.
1.4 The ejusdem generis rule is not intended to be used in the interpretation of the Agreement.
The Agreement will come into force on the Effective Date and will continue in effect until the later of:
(a) the acceptance of the Website by the Customer in accordance with Clause 5; and
(b) the receipt by the Developer of all amounts due to be paid by the Customer to the Developer under the Agreement,
upon which it will terminate automatically unless terminated earlier in accordance with Clause 14.
3. The Services
3.1 The Developer will:
(a) design, develop and deliver the Website;
(b) incorporate the Customer Works specified in the Proposal or agreed in writing by the parties, together with the Third Party Works, into the Website;
(c) keep the Customer informed of the progress of the Website's development;
(d) provide the Customer with reasonable access to the Website during the Term; and
(e) deliver the Website and the files comprising the Website to the Customer in accordance with Clause 5,
3.2 The Developer will use all reasonable endeavours to perform the Services in accordance with the timetable set out in the Proposal; however, the Developer does not guarantee that that timetable will be met.
4. Customer obligations
4.1 The Customer will provide the Developer with:
(a) such co-operation as is required by the Developer (acting reasonably) to enable the performance by the Developer of its obligations under the Agreement; and
(b) all information and documents required by the Developer (acting reasonably) in connection with the provision of the Services.
4.2 The Customer will be responsible for procuring any third party co-operation reasonably required by the Developer to enable the Developer to fulfil its obligations under the Agreement.
4.3 The Customer will supply to the Developer all those Customer Works that are specified in the Proposal.
4.4 The Customer will fulfil its obligations under Clause 4.3 in accordance with the timetable set out in the Proposal or, if no timetable is set out, promptly following the receipt of a written request for the relevant Customer Works from the Developer. The Developer shall not be in breach of the Agreement by virtue of any delay in the performance of its obligations under the Agreement arising out of a breach by the Customer of this Clause 4.4.
4.5 The Customer hereby grants to the Developer a licence to copy and use the Customer Works during the Term for the purposes of fulfilling its obligations and exercising its rights under the Agreement.
5. Delivery and acceptance
5.1 The Developer will use all reasonable endeavours to deliver the Website to the Customer for acceptance testing on or before the Delivery Date. The Developer hereby grants to the Customer a licence to use the Software Elements and Design Elements during the Acceptance Period only for the purpose of carrying out tests under this Clause 5.
5.2 During the Acceptance Period, the Customer will carry out acceptance tests to determine:
(a) whether the Website conforms in all material respects with the specification of the Website in the Proposal; and
(b) whether the Website has any Defects,
(the “Acceptance Criteria”).
5.3 If the Website meets the Acceptance Criteria, the Customer will send the Developer a written notice during the Acceptance Period confirming acceptance of the Website.
5.4 If the Website does not meet the Acceptance Criteria:
(a) the Customer will send the Developer a written notice during the Acceptance Period setting out in detail the respect(s) in which the Website does not meet the Acceptance Criteria; and
(b) the Developer will have a further remedial period of 20 Business Days to modify the Website so that it meets the Acceptance Criteria.
5.5 The Website will be deemed to have been accepted by the Customer if:
(a) the Customer does not give any notice to the Developer under either Clause 5.3 or Clause 5.4 during the Acceptance Period; or
(b) the Customer publishes the Website or uses the Website for any purpose other than testing.
5.6 Before the end of any remedial period under Clause 5.4(b), the Developer shall re-deliver the Website to the Customer, and the provisions of this Clause 5 shall re-apply in relation to re-delivered Website, save that if the Website still does not meet the Acceptance Criteria upon re-delivery, the Customer may elect by written notice to the Developer:
(a) to re-apply Clause 5.4; or
(b) to terminate the Agreement forthwith,
such notice to be sent by the Customer and received by the Developer during the relevant Acceptance Period.
6. Change control
6.1 The provisions of this Clause 6 apply to all Changes requested by a party.
6.2 Either party may request a Change at any time.
6.3 When requesting a Change, the requesting party will notify the other party and provide a CCN. The CCN will set out (as a minimum):
(a) details of the impact on the timetable for the provision of the Services;
(b) details of any Customer Works and Third Party Works that will be required as a result of the Change; and
(c) details of any variation to the Charges consequent upon the Change.
6.4 The other party will consider any proposed Change and respond to any CCN within the CCN Consideration Period.
6.5 Either party may:
(a) accept or reject a CCN issued by the other party;
(b) request further information concerning any aspect of a CCN issued by the other party; and/or
(c) request amendments to a CCN issued by the other party.
6.6 Following agreement of a CCN, each party, will confirm its agreement to the CCN by:
(a) signing a copy of the CCN and sending the signed CCN to the other party; or
(b) otherwise sending its written acceptance of the CCN to the other party.
6.7 Until a CCN recording a proposed Change has been signed or agreed in writing by each party, the proposed change will not take effect.
7. Unlawful content
7.1 The Customer must ensure that the Customer Works will not:
(a) infringe any person's Intellectual Property Rights or other legal rights;
(b) breach any laws or regulations; or
(c) give rise to a cause of action against any person,
in each case under English law.
7.2 Any breach by the Customer of Clause 7.1 will be deemed to be a material breach of the Agreement for the purposes of Clause 14.
7.3 The Customer hereby indemnifies and undertakes to keep indemnified the Developer against any and all damages, liabilities, cost, losses and expenses (including legal costs) suffered or incurred by the Developer and arising out of any breach or alleged breach by the Customer of Clause 7.1.
8. Charges and payment
8.1 The Developer will issue invoices for the Charges to the Customer on the relevant invoicing dates set out in the Proposal, or (if earlier) upon the acceptance of the Website by the Customer.
8.2 The Customer will pay the Charges to the Developer within 30 days of the date of issue of an invoice issued in accordance with Clause 8.1.
8.3 All Charges stated in or concerning the Agreement are stated exclusive of VAT, unless the context requires otherwise.
8.4 Charges must be paid by bank transfer (using such payment details as are notified by the Developer to the Customer from time to time – up to date payment details can be found on every invoice issued).
8.5 If the Customer does not pay any amount properly due to the Developer under or in connection with the Agreement, the Developer may:
(a) charge the Customer interest on the overdue amount at the rate of 5% per year above the base rate of HSBC Bank Plc from time to time (which interest will accrue daily until the date of actual payment and will be compounded quarterly); or
(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
8.6 Any licence fees for Third Party Works are included in the Charges (unless the parties agree otherwise).
8.7 Fees and Day Rates will increase annually on April 1st of each year in line with CEL Index rates. (Computer Economics Ltd.’s IT operations Index)
9. Intellectual Property Rights
9.1 From the date of acceptance of the Website by the Customer, the Developer, hereby assigns to the Customer all its Intellectual Property Rights in the Design Elements. These rights are assigned for the whole term of such rights together with all reversions, revivals, extensions and renewals, and this assignment includes the right to bring proceedings for past infringement of the assigned Intellectual Property Rights.
9.2 All Intellectual Property Rights in the Software Elements will, as between the parties, be the property of the Developer and, from the date of acceptance of the Website by the Customer, the Developer grants to the Customer a non-exclusive, worldwide licence to use the Software Elements in connection with the Website, subject always to the other terms of the Agreement, and providing the Customer must not:
(a) sell, resell, rent, lease, supply, distribute or redistribute the Software Elements;
(b) use the Software Elements in connection with any website, web application, script, computer program or software (other than the Website); or
(c) alter or adapt or edit the Software Elements,
and the Customer may only sub-license the rights licensed under this Clause for the limited purposes, and subject to the express restrictions, specified in this Clause.
9.3 The Third Party Works will be as agreed between the parties:
[(a) supplied in accordance with the relevant licensor’s standard terms for online use;
(b) supplied on reasonable licence terms notified by the Developer to the Customer;
(c) sub-licensed by the Developer to the Customer on reasonable terms notified by the Developer to the Customer; and/or
(d) sub-licensed by the Developer to the Customer on the basis of a non-exclusive, worldwide, royalty-free license to use the Third Party Works in connection with the Website.
9.4 Notwithstanding any other provision of the Agreement, the assignments and licences granted by the Developer under the Agreement are subject to the payment by the Customer of all amounts owing to the Developer under the Agreement in full and on time. In the event that the Customer owes any amount to the Developer under the Agreement and fails to pay that amount to the Developer within 14 days of receiving a notice:
(a) requiring it to do so; and
(b) specifying that the assignments will revert and the licenses will terminate if the amount remains unpaid,
then the Developer may immediately revert the assignments and terminate the licenses granted by the Developer under the Agreement by giving written notice of reversion and termination to the Customer.
9.5 Subject to Clause 9.4, upon and following the termination of the Agreement, any licenses granted by the Developer to the Customer under this Clause 9 will continue notwithstanding termination.
9.6 Without prejudice to Clause 9.7, the Developer waives (and will use reasonable endeavours to seek to ensure that its employees and subcontractors waive) any moral rights they may have in the Website arising under Chapter 4 of the Copyright, Designs and Patents Act 1988 and, so far as is legally possible, any broadly equivalent rights anywhere in the world.
9.7 The Developer may include the Credit together with a link to the Developer's website on each page of the Website in a position and in a form to be agreed by the parties. The Customer will retain any such Credit and link in any adapted version of the Website, and the Customer will (and will only) remove any such Credit and link from the Website at the Developer’s request.
10. Warranties and indemnity
10.1 The Customer warrants to the Developer that it has the legal right and authority to enter into and perform its obligations under the Agreement.
10.2 The Developer warrants to the Customer:
(a) that it has the legal right and authority to enter into and perform its obligations under the Agreement;
(b) that it will perform its obligations under the Agreement with reasonable care and skill;
(c) that the Website excluding the Customer Works and Third Party Works will not:
(i) infringe any person's Intellectual Property Rights or other legal rights;
[(ii) breach any laws or regulations; or
(iii) give rise to a cause of action against any person,
in each case under English law; and
(d) that the Website will operate without any Defects upon the date of acceptance of the Website.
10.3 If the Customer demonstrates to the Developer that the Website suffers from any Defect during the period of 90 days following the date of acceptance, the Developer will, for no additional charge, carry out any work necessary in order to remedy the Defect.
10.4 The Customer acknowledges that the Developer will design the Website to work with the web browser and server technologies specified in the Proposal, and the Developer does not warrant that the Website will work with any other web browser or server technologies.
10.5 Without prejudice to the warranty in Clause 10.2(c), the Customer further acknowledges that the Developer does not purport to provide any legal advice under the Agreement or in relation to the Website and the Developer does not warrant that the Website will not give rise to any civil or criminal legal liability on the part of the Customer or any other person.
10.6 All of the parties' liabilities and obligations in respect of the subject matter of the Agreement are expressly set out herein. To the maximum extent permitted by applicable law and subject to Clause 11.1, no other terms concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.
[10.7 The Developer hereby indemnifies and undertakes to keep indemnified the Customer against any and all damages, liabilities, cost, losses and expenses (including legal expenses) suffered or incurred by the Customer and arising out of any breach or alleged breach by the Developer of Clause 10.2(c)].
11. Limitations and exclusions of liability
11.1 Nothing in the Agreement will:
(a) limit or exclude the liability of a party for death or personal injury resulting from negligence;
(b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
(c) limit any liability of a party in any way that is not permitted under applicable law; or
(d) exclude any liability of a party that may not be excluded under applicable law.
11.2 The limitations and exclusions of liability set out in this Clause 11 and elsewhere in the Agreement:
(a) are subject to Clause [11.1];
(b) govern all liabilities arising under the Agreement or any collateral contract or in relation to the subject matter of the Agreement or any collateral contract, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty; and
(c) will not limit or exclude the liability of the parties under the express indemnities set out the Agreement.
11.3 The Developer will not be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings, save for liabilities arising from reckless, deliberate, personal and/or repudiatory breaches of contract.
11.4 The Developer will not be liable for any loss of business, contracts or commercial opportunities.
11.5 The Developer will not be liable for any loss of or damage to goodwill or reputation.
11.6 Neither party will be liable in respect of any loss or corruption of any data, database or software, save for liabilities arising from reckless, deliberate, personal and/or repudiatory breaches of contract.
11.7 Neither party will be liable in respect of any special, indirect or consequential loss or damage.
11.8 Neither party will be liable for any losses arising out of a Force Majeure Event.
11.9 The Developer's liability in relation to any event or series of related events will not exceed the greater of:
(a) £100,000.00 and
(b) the total amount paid and payable by the Customer to the Developer under the Agreement during the three (3) month period immediately preceding the event or events giving rise to the claim.
11.10 [Neither party's aggregate liability under the Agreement and any collateral contracts will not exceed the greater of:
(a) £100,000.00 ; and
(b) the total amount paid and payable by the Customer to the Developer under the Agreement.
12. Data protection
12.1 The Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to the Developer under the Agreement.
12.2 The Developer warrants that:
(a) it will act only on instructions from the Customer in relation to the processing of any Personal Data performed by the Developer on behalf of the Customer; and
(b) it has in place appropriate security measures (both technical and organisational) against:
(i) unlawful or unauthorised processing; and
(ii) loss or corruption,
of Personal Data processed by the Developer on behalf of the Customer.
13. Confidentiality and publicity
13.1 The Developer will:
(a) keep confidential and not disclose the Customer Confidential Information to any person save as expressly permitted by this Clause 13; and
(b) protect the Customer Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
13.2 The Customer will:
(a) keep confidential and not disclose the Developer Confidential Information to any person save as expressly permitted by this Clause 13; and
(b) protect the Developer Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
13.3 Confidential Information of a party may be disclosed by the other party to that other party's officers, employees, agents, insurers and professional advisers], provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information disclosed.
13.4 The obligations set out in this Clause 13 shall not apply to:
(a) Confidential Information that is publicly known (other than through a breach of an obligation of confidence);
(b) Customer Confidential Information that is in possession of the Developer prior to disclosure by the Customer, and Developer Confidential Information that is in possession of the Customer prior to disclosure by the Developer; or
(c) Customer Confidential Information that is received by the Developer, and Developer Confidential Information that is received by the Customer, from an independent third party who has a right to disclose the relevant Confidential Information.
13.5 Nothing in the Agreement shall restrict a party from making any disclosure of Confidential Information that is:
(a) required by law; or
(b) required by a governmental authority, stock exchange or regulatory body, provided that the party subject to such disclosure requirement must where permitted by law give to the other party prompt written notice of the disclosure requirement.
13.6 Neither party will make any public disclosure relating to the subject matter of the Agreement (including press releases, public announcements and marketing materials) without the prior written consent of the other party, not to be unreasonably withheld or delayed.
14.1 Either party may terminate the Agreement at any time by giving at least 30 days' written notice to the other party.
14.2 Either party may terminate the Agreement immediately by giving written notice to the other party if the other party:
(a) commits any material breach of any term of the Agreement, and:
(i) the breach is not remediable; or
(ii) the breach is remediable, but the other party fails to remedy the breach within 60 days of receipt of a written notice requiring it to do so; or
(b) persistently breaches the terms of the Agreement (irrespective of whether such breaches collectively constitute a material breach).
14.3 Either party may terminate the Agreement immediately by giving written notice to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement); or
(d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.
14.4 The Agreement may also be terminated by the Customer under Clause 5.6.
15. Effects of termination
15.1 Upon termination all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses [1, 7.3, 8.5, 9.2 to 9.5, 9.7, 10.3, 10.7, 11, 13.1 to 13.5, 15, and 16.3 to 16.13].
15.2 Termination of the Agreement will not affect either party’s accrued rights (including the Developer's accrued rights invoice for and to be paid the Charges) as at the date of termination.
15.3 If the Agreement is terminated under Clause 14.1, or by the Customer under Clause 5.6, 14.2 or 14.3 (but not in any other case):
(a) the Developer will promptly provide to the Customer an electronic copy of the Website;
(b) the Developer will provide such assistance as is reasonably requested by the Customer to transfer the hosting of the Website to the Customer or another service provider, subject to payment of the Developer's reasonable expenses; and
(c) the Customer will be entitled to a refund of any Charges paid by the Customer to the Developer in respect of any Services which were to be performed after the date of effective termination, and will be released from any obligation to pay such Charges to the Developer (such amount to be calculated by the Developer using reasonable methodology).
15.4 Save as provided in Clause 15.3(c), the Customer will not be entitled to any refund of Charges on termination, and will not be released from any obligation to pay Charges to the Developer.
16.1 Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered personally, sent by recorded signed-for post, or sent by or email, for the attention of the relevant person, and to the relevant address or email address given below (or as notified by one party to the other in accordance with this Clause).
51 Frederick Road
The addressee, address, fax, and email address set out in the Proposal.
16.2 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):
(a) where the notice is delivered personally, at the time of delivery;
(b) where the notice sent by recorded signed-for post, 48 hours after posting; and
(c) where the notice sent by email, at the time of the transmission (providing the sending party retains written evidence of the transmission).
16.3 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
16.4 If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
16.5 Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the parties.
16.6 The Agreement may not be varied except:
(a) through the Change control procedure in Clause 6; or
(b) by a written document signed by or on behalf of each of the parties.
16.7 The Customer hereby agrees that the Developer may freely assign any or all of its contractual rights and/or obligations under the Agreement to any Affiliate of the assigning party or any successor to all or a substantial part of the business of the assigning party from time to time. Save as expressly provided in this Clause or elsewhere in the Agreement, neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any contractual rights or obligations under the Agreement.
16.8 The Developer may subcontract any of its obligations under the Agreement to any third party, subject to obtaining the Customer's prior written consent (not to be unreasonably withheld or delayed).
16.9 Neither party will, without the other party's prior written consent, either during the term of the Agreement or within 6 months after the date of effective termination of the Agreement, engage, employ or otherwise solicit for employment any employee or contractor of the other party who has been involved in the performance of the Agreement.
16.10 Each party agrees to execute (and arrange for the execution of) any documents and do (and arrange for the doing of) any things reasonably within that party’s power, which are necessary to enable the parties to exercise their rights and fulfil their obligations under the Agreement.
16.11 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
16.12 The Agreement constitutes the entire agreement and understanding of the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties relating to the subject matter of the Agreement. Subject to Clause 11.1, each party acknowledges that no representations or promises not expressly contained in the Agreement have been made by or on behalf of the other party.
16.13 The Agreement will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.