Moving forward despite COVID-19 - An update from Codeweavers' CEO

Terms and Conditions

(Last updated: May 2020)

The following Conditions apply to the provision of the Codeweavers Services.

  1. Interpretation
    The definitions and rules of interpretation in this clause apply in these terms and conditions.

    1. Definitions

      Agreement   

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      the Supplier Order Form and these Conditions for the supply of services from Codeweavers to the Customer;

      Business Day

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      a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;

      Codeweavers

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      Codeweavers Limited, a company registered in England with company number 4092394 whose registered office is at Barn 4, Dunston Business Village, Dunston, Staffordshire, ST18 9AB;

      Conditions

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      these terms and conditions;

      Customer

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      the person, firm or company who purchases Services from Codeweavers;

      Data Protection Legislation

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      all applicable data protection and privacy legislation, regulations and guidance including, without limitation the Data Protection Act 2018, the GDPR (Regulation (EU) 2016/679) (as amended or re-enacted from time to time and including any replacement or subordinate legislation). Terms in this Agreement shall, so far as the context permits and unless otherwise stated, have the meanings given to them in the Data Protection Legislation;

      Effective Date

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      the date that the Platform is made available to the Customer in the ‘live’ domain;

      Exchange Rate

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      the buying and selling pound sterling to the applicable currency exchange rates of NatWest Bank at close of business on the relevant day (or, if the relevant day is not a Business Day, the preceding Business Day);

      Fee

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      the amount set out in the Supplier Order Form;

      Index

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      the United Kingdom Consumer Prices Index published by the Office for National Statistics or such other alternative index as Codeweavers may decide;

      Intellectual Property Rights

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      patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world;

      Platform

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      a web application that provides a range of automotive retail and leasing functionality, as set out in clause 6;    

      Services

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      the services and the Platform to be provided by Codeweavers to the Customer under the Agreement;

      Site

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      a website of the Customer;

      Supplier Order Form

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      the form that is used by the Customer to order the Services from Codeweavers;

      Third Party Source Data

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      any data that is required to run Codeweavers Services, which is provided by a third party (e.g. CAP ID); and

      VAT

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      value-added tax chargeable under English law for the time being and any similar additional tax.



    2. Clause, Schedule and paragraph headings shall not affect the interpretation of the Agreement.

    3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

    4. The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement and any reference to this Agreement includes the Schedules.

    5. A reference to a company shall include any company, corporation or other bodies corporate, wherever and however incorporated or established.

    6. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

    7. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

    8. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

    9. A reference to writing or written includes email but not faxes.

  2. Application of Conditions

    1. These Conditions shall:

      1. apply to and be incorporated in the Agreement; and

      2. prevail over any inconsistent terms or conditions contained in, or referred to in, the Customer’s purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.

    2. No addition to, variation of, exclusion or attempted exclusion of any term of the Agreement shall be binding on Codeweavers unless in writing and signed by a duly authorised representative of Codeweavers.

  3. Effect of Supplier Order Form
    The Supplier Order Form constitutes an offer by the Customer to purchase the Services specified in it pursuant to these Conditions; accordingly, the execution and return of the acknowledgment copy of the Supplier Order Form by Codeweavers, or Codeweavers’ commencement or execution of work pursuant to the Supplier Order Form, shall establish an agreement for the supply of those Services pursuant to these Conditions. The Customer’s standard terms and conditions (if any) that are attached to, enclosed with, or referred to in, the Supplier Order Form shall not govern the Agreement.

  4. Codeweavers’ Obligations

    1. Codeweavers shall:

      1. use reasonable endeavours to manage and provide the Services to the Customer;

      2. use reasonable endeavours to meet any performance dates specified in the Supplier Order Form, but any such dates shall be estimates only and time shall not be of the essence of the Agreement;

      3. provide the Customer with access to the Platform on the terms of this Agreement;

      4. use reasonable endeavours to notify the Customer of any technical improvements which Codeweavers shall, from time to time, make to the Platform.; and

      5. provide the Customer with technical advice by telephone during the hours of 8.30am to 5.00pm (Greenwich Mean Time) on a Business Day to resolve any difficulties and queries which the Customer may have in using the Platform. Out of hours and/or emergency, support is available on request and shall be subject to additional terms and Fees to be agreed between the parties.

  5. Codeweavers’ Obligations

    1. The Customer shall:

      1. co-operate with Codeweavers in all matters relating to the supply of the Services;

      2. provide in a timely manner such access to the Customer’s premises and data, and such office accommodation and other facilities, as is requested by Codeweavers;

      3. provide in a timely manner such information as Codeweavers may request, and ensure that such information is accurate in all material respects; and

      4. be responsible (at its own cost) for preparing the relevant premises or IT infrastructure, including the Site, for the supply of the Services.


    2. If Codeweavers’ performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Customer or the Customer’s agents, sub-contractors or employees, the Customer shall in all circumstances be liable to pay to Codeweavers on demand all reasonable costs, charges or losses sustained or incurred by it (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere), subject to Codeweavers confirming such costs, charges and losses to the Customer in writing.

    3. The Customer shall not, without the prior written consent of Codeweavers, at any time from the date of the Agreement to the expiry of six (6) months after the completion of the Services, solicit or entice away from Codeweavers or employ or attempt to employ any person who is or has been, engaged as an employee or sub-contractor of Codeweavers, except that the Customer shall not be in breach of this clause 5.3 if it hires an employee or sub-contractor of Codeweavers as a result of a recruitment campaign that is not specifically targeted to any employees or sub-contractors of Codeweavers.

    4. The Customer acknowledges and accepts that the Platform cannot be error-free and that the existence of minor errors, which do not materially affect the documented functionality, shall not constitute a breach of this Agreement.

    5. The Customer shall not copy, supplement, enhance, reverse engineer, decompile or disassemble any software files comprised in the Platform.

    6. The Customer shall not permit access to, hire out or otherwise permit any other person, firm or company to share, use or otherwise have access to the Platform.

  6. Platform

    1. Using information provided by a motor finance lender (“Lender”), Codeweavers shall provide for use on each Site the Services that are outlined in the Supplier Order Form.

    2. The Customer shall make available appropriately qualified staff to integrate the Platform with each Site. If requested by Codeweavers, the Customer shall provide a user acceptance testing platform to Codeweavers.

    3. The Customer authorises Codeweavers to include the statement “Powered by Codeweavers” on the page of the Site where the Platform is held.

    4. If the Customer elects to use the Codeweavers’ recommended Third Party Source Data, the Customer shall not use such Third Party Source Data for any purpose other than the provision of the Services. The Customer shall have all appropriate authorisation to use such Third Party Source Data.

    5. Where the Customer uses Codeweavers’ recommended Third Party Source Data provider (the “Third Party Source Data Provider”), the Customer warrants that it shall comply with the terms and conditions required by the Third Party Source Data Provider in relation to the use of such services, as updated and amended from time to time (the “Third Party Source Data Provider Terms”). A link to the Third Party Source Data Provider Terms is provided at Schedule 1. For the avoidance of doubt, such Third Party Source Data Provider Terms may be updated from time to time by the Third Party Source Data Provider.

       

  7. Charges and Payment

    1. The Fee shall be incurred by the Customer from the date that the Platform is made available to the Customer in the ‘live’ domain. For the avoidance of doubt, the date of entering the ‘live’ domain is defined as the earlier date of the following events:

      1. the transfer of the entire Platform from a user acceptance testing environment to a ‘live’ environment; or

      2. at the request of the Customer, any constituent part of the Platform entering the ‘live’ environment.

    2. Codeweavers shall issue the Customer with a VAT invoice (where applicable) in respect of the Fee.

    3. The Customer shall pay to Codeweavers the amount set out in such invoice within fourteen (14) days of the date of Codeweavers’ invoice.

    4. The Customer shall arrange for payment of the Fee to be made by direct debit to Codeweavers where requested to do so by Codeweavers.

    5. Without prejudice to any other right or remedy that Codeweavers may have, if the Customer fails to pay Codeweavers on the due date Codeweavers may:

      1. charge interest on such sum from the due date for payment at the annual rate of four percent (4%) above the base lending rate from time to time of the Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and

      2. suspend all Services until payment has been made in full.

    6. Time for payment shall be of the essence of the Agreement.

    7. All payments payable to Codeweavers under the Agreement shall become due immediately on termination of the Agreement, despite any other provision. This clause is without prejudice to any right to claim for interest under the law, or any such right under the Agreement.

    8. All amounts due under this Agreement shall be paid by the Customer to Codeweavers in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). Codeweavers may, without prejudice to any other rights it may have, set off any liability of the Customer to Codeweavers against any liability of Codeweavers to the Customer.

    9. Codeweavers may review and vary the Fee at any time, having regard to matters including (but not limited to):

      1. changes in the Index;

      2. changes in the law;

      3. currency and exchange rate variation;

      4. changes in applicable taxes and duties; and

      5. changes in other operating costs.

    10. Codeweavers shall give the Customer at least one (1) month’s prior written notice of any such variation. The variation shall be effective from the first day of the next calendar month following expiry of the notice and shall apply to any Services supplied by Codeweavers under the Agreement.

    11. If the Customer elects to use Codeweavers’ recommended Third Party Source Data Provider, Codeweavers shall provide the Customer with a monthly report on the volume of Third Party Source Data that has been requested by the Customer, and invoice the Customer for the relevant charges as set out at Schedule 2.

    12. If any part of the Fee is payable in a currency other than pounds sterling, such part shall be converted from such currency into pounds sterling using the Exchange Rate on the date of such invoice and the Customer shall pay such invoice (or part thereof) in pounds sterling at the rate applied.

  8. Intellectual Property Rights

    1. All Intellectual Property Rights in the Platform and the products of the Services shall be owned by Codeweavers.

    2. The Platform and all Intellectual Property Rights of whatever nature in the same, including, the “look and feel” of the relevant part of the Site while using the Platform are and shall remain the sole property of Codeweavers and Codeweavers reserves the right to provide the Platform to any other party or parties.

    3. The Customer shall not sub-license, assign or otherwise transfer the rights granted under the Agreement.

    4. In connection with each Site, Codeweavers shall grant to the Customer a non-exclusive, non-transferable right to use the Platform in connection with such Site or Sites for the duration of the Agreement.

  9. Confidentiality and Codeweavers’ Property

    1. The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by Codeweavers or its agents, and any other confidential information concerning Codeweavers’ business or its products which the Customer may obtain. The Customer shall restrict disclosure of such confidential information to such of its employees, agents or sub-contractors as need to know it for the purpose of discharging the Customer’s obligations to Codeweavers, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Customer.

    2. Each party may be given access to confidential information from the other party in order to perform its obligations under the Agreement. A party’s confidential information shall not be deemed to include information that:

      1. is or becomes publicly known other than through any act or omission of the receiving party;


      2. was in the other party’s lawful possession before the disclosure;


      3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or


      4. is independently developed by the receiving party, which independent development can be shown by written evidence.

    3. Subject to clause 9.5, the Customer shall hold the Codeweavers’ confidential information in confidence and not make Codeweavers’ confidential information available to any third party, or use Codeweavers’ confidential information for any purpose other than the implementation of the Agreement.

    4. The Customer shall take all reasonable steps to ensure that Codeweavers’ confidential information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.

    5. A party may disclose confidential information to the extent such confidential information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent, it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

    6. All materials, equipment and tools, drawings, specifications and data supplied by Codeweavers to the Customer shall at all times be and remain the exclusive property of Codeweavers, but shall be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to Codeweavers, and shall not be disposed of or used other than in accordance with Codeweavers’ written instructions or authorisation.

    7. Clause 9 shall survive termination of the Agreement, however, arising.

  10. Data Protection

    1. Each party will comply with all applicable requirements of the Data Protection Legislation. This clause 10 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

    2. Each party acknowledges that for the purposes of the Data Protection Legislation, the Customer is the Controller and Codeweavers is the Processor.

    3. Without prejudice to the generality of clause 10.1, the Customer shall ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Codeweavers for the duration and purposes of the Agreement.

    4. Without prejudice to the generality of clause 10.1, Codeweavers shall, in relation to any Personal Data processed in connection with the performance by Codeweavers of its obligations under the Agreement:

      1. process that Personal Data only on the written instructions of the Customer unless Codeweavers is required by Data Protection Legislation to otherwise process that Personal Data. Where Codeweavers is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, Codeweavers shall promptly notify the Customer of this before performing the processing required by the Data Protection Legislation unless the Data Protection Legislation prohibits Codeweavers from so notifying the Customer;

      2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

      3. ensure that all of its personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

      4. not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

        1. the Customer or Codeweavers has provided appropriate safeguards in relation to the transfer;

        2. the Data Subject has enforceable rights and effective legal remedies;

        3. Codeweavers complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

        4. Codeweavers complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

      5. assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

      6. notify the Customer without undue delay on becoming aware of a Personal Data breach relating to this Agreement;

      7. at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Agreement unless required by applicable laws to store the personal data; and

      8. maintain complete and accurate records and information to demonstrate its compliance with this clause 10.

    5. The Customer does not consent to Codeweavers appointing any third-party processor of Personal Data under this Agreement, except for the following:

      1. Stripe; and

      2. Equifax.

    6. To the extent that clause 10.2 does not apply and Codeweavers carries out the function of a Controller for the product motor credit check for the purposes of providing a credit score to the user, Codeweavers and the Customer shall own, control and manage the data.

    7. The processing of Personal Data under this Agreement shall be as follows:

      1. Duration: the duration of this Agreement.

      2. Subject matter and purpose: the provision of the Services.

      3. Nature: collection of data in order to provide the Services.

      4. Types of Personal Data: Such data required in order to provide the Services including name, age, address, employment.
        details including employment status and bank details.

      5. Categories of Data Subject: prospective and actual customers of the Customer.

    8. The Customer shall be responsible for ensuring that the relevant licences are held for the use of all the data required for the provision of the Platform including being FCA registered.

  11. Limitation of Liability

    1. The following provisions set out the entire financial liability of Codeweavers (including without limitation any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

      1. any breach of the Agreement howsoever arising;

      2. any use made by the Customer of the Services; and

      3. any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising under or in connection with the Agreement.

    2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.

    3. Nothing in these Conditions excludes the liability of Codeweavers:

      1. for death or personal injury caused by Codeweavers’ negligence; or

      2. for fraud or fraudulent misrepresentation.

    4. Subject to clause 11.2 and clause 11.3:

      1. Codeweavers shall not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), Agreement, misrepresentation (whether innocent or negligent) or otherwise for:

        1. loss of profits; or

        2. loss of business; or

        3. depletion of goodwill or similar losses; or

        4. loss of anticipated savings; or

        5. loss of goods; or

        6. loss of contract; or

        7. loss of use; or

        8. loss or corruption of data or information; or

        9. any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and

      2. Codeweavers’ total liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the price paid for the Services in the previous twelve (12) months.

  12. Termination

    1. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Agreement without liability to the other if:

      1. the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than seven (7) days after being notified in writing to make such payment;

      2. the other party commits a material breach of any other term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so;

      3. the other party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement;

      4. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

      5. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its 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;

      6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party 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;

      7. an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party;

      8. the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

      9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

      10. a creditor or encumbrancer of the other party 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 the other party’s assets and such attachment or process is not discharged within fourteen (14) days; or

      11. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.1.4 to clause 12.1.10 (inclusive).

       

       

    2. Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.

    3. Without affecting any other right or remedy available to it, Codeweavers may terminate the Agreement on giving not less than thirty (30) days' written notice to the Customer.

    4. The Customer may terminate the Agreement at any time by giving not less than thirty (30) days’ written notice to Codeweavers, subject to and conditional upon termination taking effect on the last day of a calendar month.

    5. On termination or expiry of the Agreement, all licences granted by Codeweavers under the Agreement shall terminate immediately and Codeweavers shall be entitled to disable the Platform from the Site and the Customer shall promptly permit Codeweavers to take all necessary steps to achieve this.

    6. Termination of the Agreement shall not affect 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.

  13. Force Majeure
    Codeweavers shall not in any circumstances have any liability to the Customer under the Agreement if it is prevented from, or delayed in, performing its obligations under the Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Codeweavers or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, cyber attack, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

  14. Waiver
    No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

  15. Rights and Remedies
    Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

  16. Severance

    1. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.

    2. If any provision or part-provision of the Agreement is deemed deleted under clause 16.1, the parties shall negotiate in good faith to amend such provision that, to the greatest extent possible, it achieves the intended commercial result of the original provision.

  17. Entire Agreement

    1. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

       

    2. Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.

    3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.

  18. Assignment

    1. The Customer shall not, without the prior written consent of Codeweavers, assign, transfer, charge, sub-contract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Agreement.

    2. Codeweavers may at any time assign, transfer, charge, sub-contract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Agreement.

  19. No Partnership or Agency
    Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including without limitation the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

  20. Third Party Rights
    Except as expressly set out in this Agreement, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

  21. Notices

    1. Any notice or other communication given to a party under or in connection with the Agreement shall be in writing and shall be:

      1. written in the English language (or be accompanied by a properly prepared translation into English);

      2. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office; or

      3. if sent by email by the Customer, sent to support@codeweavers.net.

    2. Any notice or communication shall be deemed to have been received:

      1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and

      2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and

      3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.

    3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, “writing” shall not include email.

  22. Variation
    Codeweavers shall have the right to vary the Agreement or these Conditions from time to time on giving the Customer not less than 30 (thirty) days’ notice in writing.

  23. Governing Law
    The Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by and construed in accordance with the law of England and Wales.

  24. Jurisdiction
    Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).

 

Third Party Source Data Provider Terms
Third party data provider in the UK:

Cap
https://extras.cap-hpi.com/terms-and-conditions

Google
https://developers.google.com/maps/terms-20180207

Loqate GBG
https://app_api.loqate.com/agreement/SaaS%20Agreement/

Textanywhere
https://www.textanywhere.net/terms-and-conditions.aspx

Equifax
https://www.equifax.co.uk/efx_pdf/TermsofBusiness.pdf