1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in this
Agreement:

“Agreement” has the meaning given to it in the Order Form;

“Applicable Data Protection Laws” means: (a) to the extent the UK GDPR
applies, the law of the United Kingdom or of a part of the United Kingdom
which relates to the protection of personal data; and (b) to the extent the EU
GDPR applies, the law of the European Union or any member state of the
European Union to which LSI is subject, which relates to the protection of
personal data;

“Authorised Users” means those employees of the Client who are authorised
by the Client to be Users of Lettu and the Documentation in accordance with
this Agreement;

“Background IPR” means any and all Intellectual Property Rights that are
owned by or licensed to a party which are or have been developed
independently of the Agreement (whether prior to the Effective Date or
otherwise);

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

“Business Hours” means 9.00 am to 5.00 pm local UK time, each Business Day;
“Client Content” means information, data and other materials uploaded to
Lettu or otherwise provided by the Client, the Authorised Users, or any other
party on the Client's or Authorised Users’ behalf for the purpose of using Lettu
or the Documentation or facilitating the Client's or Authorised Users’ receipt of
Lettu
“Confidential Information” has the meaning given to it in clause 9.1 ;
“Documentation” means the document made available to the Client by LSI
online via Lettu or such other web address notified by LSI to the Client from
time to time which sets out a description of Lettu and the user instructions for
Lettu;
“Effective Date” means the effective date set out in the Order Form;
“EU GDPR” means the General Data Protection Regulation ((EU) 2016/679);
“Force Majeure Event” means events outside a party’s reasonable control
including: (a) acts of God, flood, drought, earthquake or other natural disaster;
(b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or
riots, war, threat of or preparation for war, armed conflict, imposition of
sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear,
chemical or biological contamination or sonic boom; (e) any law or any action
taken by a government or public authority, including imposing an export or
import restriction, quota or prohibition, or failing to grant a necessary licence
or consent; (f) fire, explosion or accident; (g) any labour or trade dispute,
strikes, industrial action or lockouts; (h) non-performance by suppliers or
subcontractors; (i) interruption or failure of utility service;
“Foreground IPR” means any and all Intellectual Property Rights that are
developed under or arise out of or in connection with the Agreement, including
the Output but excluding any Background IPR;
“Intellectual Property Rights” means patents, utility models, rights to
inventions, copyright and neighbouring and related rights, moral rights, trade
marks and service marks, business names and domain names, rights in get-up
and trade dress, goodwill and the right to sue for passing off or unfair
competition, rights in designs, rights in computer software, database rights,
rights to use, and protect the confidentiality of, confidential information
(including know-how and trade secrets) and all other intellectual property
rights, in each case whether registered or unregistered and including all
applications and rights to apply for and be granted, renewals or extensions of,
and rights to claim priority from, such rights and all similar or equivalent rights
or forms of protection which subsist or will subsist now or in the future in any
part of the world;
“LSI” means LSI Innovation Limited with registered number 16350957 whose
registered office is Arbor, 255 Blackfriars Road, London, SE1 9AX, United
Kingdom;

• “Lettu” means the software platform made available by LSI as part of the to the
  Client or such other website notified to the Client by LSI from time to time;
  “Output” means the output produced using Lettu;
  “Third Party Content” means data, information and other Intellectual Property
  Rights accessible through or utilised by Lettu to provide Output which is owned
  or licensed by a third party;
  “UK GDPR” has the meaning given to it in the Data Protection Act 2018;
  “Virus” means any thing or device (including any software, code, file or
  programme) which may prevent, impair or otherwise adversely affect the
  operation of any computer software, hardware or network, any
  telecommunications service, equipment or network or any other service or
  device; prevent, impair or otherwise adversely affect access to or the operation
  of any programme or data, including the reliability of any programme or data
  (whether by re-arranging, altering or erasing the programme or data in whole
  or part or otherwise); or adversely affect the user experience, including worms,
  trojan horses, viruses and other similar things or devices; and
  “Vulnerability” means a weakness in the computational logic (for example,
  code) found in software and hardware components that when exploited,
  results in a negative impact to the confidentiality, integrity, or availability, and
  the term Vulnerabilities shall be interpreted accordingly.
  1.2 Clause, schedule and paragraph headings shall not affect the
  interpretation of this Agreement. A person includes an individual,
  corporate or unincorporated body (whether or not having separate
  legal personality) and that person’s legal and personal representatives,
  successors or permitted assigns.
  1.3 A reference to a statute or statutory provision is a reference to it as
  amended, extended or re-enacted from time to time.
  1.4 Any words following the terms including, include, in particular, for
  example or any similar expression shall be interpreted as illustrative
  and shall not limit the sense of the words preceding those terms.
  1.5 References to clauses and schedules are to the clauses and schedules of
  this Agreement and references to paragraphs are to paragraphs of the
  Order Form.
  1.6 A reference to a company shall include any company, corporation or
  other body corporate, wherever and however incorporated or
  established. A reference to writing or written excludes fax but includes
  email.
  1.7 Unless the context otherwise requires: (a) words in the singular shall
  include the plural and in the plural shall include the singular; and (b) a
  reference to one gender shall include a reference to the other genders.
  

2. PLATFORM USE

2.1 Subject to the Client’s compliance with the terms of this Agreement and
LSI’s rights of termination hereunder, LSI grants to the Client on a
monthly rolling basis a non-exclusive, non-transferable, revocable licence,
without the right to grant sublicences (other than to the Authorised
Users), to permit the Authorised Users to use Lettu and the
Documentation for the Client’s internal business purposes.
2.2 In relation to the Authorised Users, the Client undertakes that:
the maximum number of Authorised Users that it authorises to access and use
Lettu and/or Documentation shall not exceed the number of User Subscriptions
agreed with LSI;
2.3 LSI reserves the right to disable the Client's (or its Authorised Users’)
access to Lettu at any time without notice and without cause or reason.
2.4 The Client shall not (and shall ensure that its Authorised Users shall not)
access, store, distribute or transmit any Viruses, or any material during
the course of its use of Lettu that:
(a) is false, unlawful, harmful, threatening, abusive, defamatory,
obscene, infringing, threatening, harassing or racially or ethnically
offensive;

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• (b) conceals or misrepresents their identity or steals someone else's
  identity;
  (c) is spam or is otherwise excessive in nature;
  (d) facilitates illegal activity;
  (e) depicts or promotes sexually explicit images;
  (f) promotes unlawful violence or activities which may endanger life
  or lead to physical harm including suicide threats or instigations,
  intentional physical trauma, the use of illegal drugs, or excessive
  drinking;
  (g) is discriminatory based on race, gender, colour, religious belief,
  sexual orientation, disability; or
  (h) is otherwise illegal or causes damage or injury to any person or
  property,
• 2.5 The Client shall not (and shall ensure that its Authorised Users shall not):
  (a) except as may be allowed by any applicable law which is incapable of
  exclusion by agreement between the parties and except to the extent
  expressly permitted under this Agreement:
  (i) attempt to copy, modify, duplicate, create derivative works from,
  frame, mirror, republish, download, display, transmit, or distribute all
  or any portion of Lettu and/or Documentation (as applicable) in any
  form or media or by any means; or
  (ii) attempt to de-compile, reverse compile, disassemble, reverse
  engineer or otherwise reduce to human-perceivable form all or any
  part of Lettu;
  (b) access all or any part of Lettu or Documentation in order to build a
  product or service which competes with Lettu and/or the Documentation;
  or
  (c) use Lettu and/or Documentation to provide services to third parties (other
  than the Authorised Users); or
  (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or
  otherwise commercially exploit, or otherwise make Lettu or
  Documentation available to any third party except the Authorised Users;
  (e) manipulate identifiers to disguise or otherwise conceal the origin of
  messages or of the content posted;
  (f) probe, scan or test the vulnerability of Lettu, including the services or any
  network connected to Lettu;
  (g) breach or attempt to breach the security or authentication measures on
  Lettu, including the services provided through it or any network connected
  to it;
  (h) attempt to disrupt or tamper with the technical infrastructure in a manner
  that harms or places an undue burden on Lettu or the services it provides;
  (i) attempt to obtain, or assist third parties in obtaining, access to Lettu or
  Documentation, other than as provided under this clause 2 ;
  (j) adopt any automated process to extract, harvest or scrape information,
  data and/or content from Lettu and/or the services it provides except
  where expressly permitted by LSI; or
  (k) introduce or permit the introduction of, any Virus or Vulnerability into
  LSI's network and information systems.
  2.6 The Client shall use all reasonable endeavours to prevent any
  unauthorised access to, or use of, Lettu and its services and the
  Documentation and, in the event of any such unauthorised access or use,
  promptly notify LSI.
  2.7 The rights provided under this clause 2 are granted to the Client only, and
  shall not be considered granted to any subsidiary or holding company of
  the Client.
  2.8 The Client acknowledges and agrees that it is responsible for the acts and
  omissions of all persons (including Authorised Users) who access Lettu
  and/or its services and/or the Documentation under or in connection with
  this Agreement (including any breach by them of the platform terms of
  use which they must agree to before accessing Lettu).
  2.9 The Client acknowledges that its use of Lettu and its Services may produce
  certain non-identifiable information related to their operation and use,
  including algorithms and metrics. LSI may use such non-identifiable
  information in any manner to develop Lettu and its other service
  offerings.

3. LSI’S OBLIGATIONS

• 3.1 LSI does not warrant that: (a) the Client's use of Lettu or its services will be
  uninterrupted or error-free; (b) that Lettu, its services, Documentation
  and/or the results obtained by the Client through Lettu or its services will
  meet the Client's requirements; or (c) that Lettu will be free from
  Vulnerabilities or Viruses.
  3.2 LSI is not responsible for any delays, delivery failures, or any other loss or
  damage resulting from the transfer of data over communications
  networks and facilities, including the internet, and the Client
  acknowledges that Lettu and Documentation may be subject to
  limitations, delays and other problems inherent in the use of such
  communications facilities.
  3.3 This Agreement shall not prevent LSI from entering into similar
  agreements with third parties, or from independently developing, using,
  selling or licensing documentation, products and/or services which are
  similar to those provided under this Agreement.
  3.4 The Client acknowledges that it is its sole responsibility to keep copies of the Client Content.

4. DATA PROTECTION

4.1 For the purposes of this Agreement, the terms controller, processor, data
subject, personal data, personal data breach and processing shall have
the meaning given to them in the Applicable Data Protection Laws.
4.2 The parties acknowledge and agree that, for the purposes of Applicable
Data Protection Laws, each party acts as an independent controller in
respect of any personal data processed under or in connection with this
Agreement.
4.3 Each party shall be individually and separately responsible for its own
compliance with Applicable Data Protection Laws in relation to its
processing of personal data.
4.4 Subject to clauses 4.2 and 4.3 , LSI may use personal data collected in
connection with the Client’s use of Lettu for the purposes of:
(a) providing, maintaining, and supporting Lettu; and
(b) developing, improving, and enhancing Lettu and its other service
offerings, including through the use of analytics, benchmarking, and
the creation of aggregated and/or anonymised data sets.
4.5 The parties acknowledge and agree that neither party shall intentionally
provide or make available to the other any special categories of personal
data (as defined in Applicable Data Protection Laws) or other sensitive
data in connection with services provided by Lettu. The Parties
acknowledge and agree that LSI shall have no responsibility or liability for
any special category data erroneously or inadvertently transferred under
this Agreement.
4.6 Each party shall implement appropriate technical and organisational
measures to protect any personal data against unauthorised or unlawful
processing and against accidental loss or destruction of, or damage to, the
personal data, having regard to the state of technological development
and the cost of implementing any measures.

5. CLIENT’S OBLIGATIONS

5.1 The Client shall:
(a) without affecting its other obligations under this Agreement, comply with
all applicable laws and regulations with respect to its activities under this
Agreement;
(b) carry out all other Client responsibilities set out in this Agreement in a
timely and efficient manner;
(c) ensure that the Authorised Users use Lettu and the Documentation in
accordance with the terms and conditions of this Agreement and shall be
responsible for any Authorised User’s breach of this Agreement;
(d) obtain and shall maintain all necessary licences, consents, and permissions
necessary for it to perform its obligations under this Agreement;
(e) be, to the extent permitted by law and except as otherwise expressly
provided in this Agreement, solely responsible for procuring, maintaining
and securing its network connections and telecommunications links from
its systems to LSI’s data centres, and all problems, conditions, delays,
delivery failures and all other loss or damage arising from or relating to
the Client’s network connections or telecommunications links or caused
by the internet.
5.2 The Client shall have sole responsibility for the legality, reliability,
integrity, accuracy and quality of all Client Content. Client confirms to LSI
that it has all necessary rights, licences, consents and permissions to

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• provide the Client Content to LSI under or in connection with this
  Agreement. The Client shall ensure the Client Content does not contain
  any personal data (unless otherwise agreed with LSI).
  5.3 If LSI’s performance of its obligations under this agreement is prevented
  or delayed by any act or omission of the Client, its agents, subcontractors,
  consultants or employees, then, without prejudice to any other right or
  remedy it may have, LSI shall not be liable for such delay or non-
  performance and shall be allowed an extension of time to perform its
  obligations equal to the delay caused by the Client.

6. OUTPUT AND THIRD PARTY CONTENT

6.1 The Client shall comply with the reasonable instructions of LSI in respect
of its use of Lettu. The Client shall be responsible for the acts and
omissions of its Authorised Users.
6.2 The Client acknowledges that Lettu is designed to facilitate the provision
of AI-generated Output which may us Third Party Content. The Output is
intended for informational purposes only and should not be considered
definitive. The Client acknowledges and agrees that;
(a) the Client assumes sole responsibility for its use of the Output and
any other results obtained from the use of Lettu by the Client, and for
conclusions drawn from such use;
(b) the services provided by Lettu and the Output do and does not
constitute legal, tax or any other form of professional advice and the
Client shall use its own judgement before acting or relying on the
Output;
(c) LSI is not responsible for any business decisions or courses of action
taken by the Client on the basis of information obtained using Lettu.
6.3 The Client shall indemnify and hold harmless LSI against claims, actions,
proceedings, losses, damages, expenses and costs (including without
limitation court costs and reasonable legal fees) arising out of or in
connection with: (a) the Client Content; (b) the Client’s use or misuse of
the Output; and (c) any act or omission of the Authorised Users on Lettu.

7. BETA TEST PERIOD

7.1 LSI may at its sole discretion offer a beta trial of Lettu to the Client for a
period of time decided by (the “Beta Test Period”).

8. PROPRIETARY RIGHTS

8.1 Each party (or its licensors as applicable) shall own all right, title and
interest (including Intellectual Property Rights) in and to its Background
IPR.
8.2 LSI shall own all right, title and interest (including Intellectual Property
Rights) in and to all of the Foreground IPR upon creation. To the extent
these do not automatically vest in LSI, the Client hereby assigns all such
right, title and interest (including Intellectual Property Rights) in the
Foreground IPR to LSI.
8.3 Subject to the Client’s compliance with the terms of the Agreement and
LSI’s rights of termination and withdrawl hereunder, LSI grants to the
Client (or shall precure the granting to the Client of) a worldwide, non-
sublicensable (other than to the Authorised Users), revocable, non-
exclusive, non-transferable licence to use the Foreground IPR, other than
those Intellectual Property Rights licensed under clause 2.1 , for the
duration of the Beta Test Period solely to the extent necessary for the
Client to use Lettu in accordance with the Agreement.
8.4 The Client grants to LSI (or shall procure the granting to LSI of) a
worldwide, sublicensable, fully paid up, royalty-free, non-exclusive licence
to use, access, store, copy, modify, distribute, transmit and/or publish the
Client’s Background IPR to the extent necessary for LSI to provide Lettu
and otherwise perform its obligations under the Agreement.
8.5 The Client agrees that LSI may use the Client’s name and logo and refer to
the Client’s use of Lettu for the purposes of marketing, promotional
material and news releases in respect of Lettu, provided that it does not
at any time reveal any Confidential Information of the Client without the
Client’s prior written consent.

9. CONFIDENTIALITY

9.1 “Confidential Information” means all confidential information (however
recorded or preserved) disclosed by a party or its Representatives to the other
party and that party's Representatives in connection with the Agreement,
whether before or after the date of the Agreement, including:
(a) the existence and terms of the Agreement;

• (b) information concerning the business, affairs, customers, clients or
  suppliers of the other party or of any member of the group of
  companies to which the other party belongs;
  (c) any information developed by the parties in the course of carrying
  out this Agreement and the parties agree that details of Lettu, the
  Documentation, and the results of any performance tests in
  relation to Lettu, shall constitute LSI’s Confidential Information;
  and
  (d) any other information that would reasonably be regarded as
  confidential by a reasonable business person.
• 9.2 The restriction in clause 9.3 shall not apply to any Confidential
  Information which:
  (a) is or becomes generally available to the public (other than as a
  result of the receiving party or its Representatives breaching this
  clause 9 );
  (b) was available to the receiving party on a non-confidential basis
  before disclosure by the disclosing party;
  (c) was, is or becomes available to the receiving party on a non-
  confidential basis from a person who, to the receiving party's
  knowledge, is not bound by obligations of confidentiality or
  otherwise prohibited from disclosing the information to the
  receiving party;
  (d) the parties agree in writing is not confidential or may be disclosed;
  or
  (e) is developed by or for the receiving party independently of the
  information disclosed by the disclosing party.
• 9.3 Each party shall keep the other party's Confidential Information secret
  and confidential and shall not: (a) use such Confidential Information
  except for the purpose of exercising or performing its rights and
  obligations under or in connection with this Agreement; or (b) disclose
  such Confidential Information in whole or in part to any third party,
  except as expressly permitted by this clause 9 .
  9.4 A party may disclose the other party's Confidential Information to those of
  its Representatives on a need to know basis in order to fulfil its obligations
  under this Agreement, provided that: (a) it informs such Representatives
  of the confidential nature of the Confidential Information before
  disclosure; and (b) it is at all times responsible for such Representatives'
  compliance with the confidentiality obligations set out in this clause 9 .
  9.5 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.
  9.6 On termination or expiry of this Agreement, subject to clause 4 , each
  party shall: (a) destroy or if requested to do so return to the other party all
  documents and materials (and any copies) containing, reflecting,
  incorporating or based on the other party's Confidential Information; (b)
  erase all the other party's Confidential Information from computer and
  communications systems and devices used by it, including such systems
  and data storage services provided by third parties (to the extent
  technically and legally practicable); and (c) if requested to do so, certify in
  writing to the other party that it has complied with the requirements of
  this clause, provided that a recipient party may retain documents and
  materials containing, reflecting, incorporating or based on the other
  party's Confidential Information to the extent required by law or any
  applicable governmental or regulatory authority.

10. INDEMNITY

10.1 The Client shall defend, indemnify and hold harmless LSI against claims,
actions, proceedings, losses, damages, expenses and costs (including
without limitation court costs and reasonable legal fees) arising out of or
in connection with the Client's and/or its Authorised Users’ use of Lettu
and/or Output in breach of this Agreement.

11. LIMITATION OF LIABILITY

11.1 Subject to clause 11.2 , except as expressly provided in this Agreement:
(a) all warranties, representations, conditions and all other terms of any kind
whatsoever implied by statute or common law are, to the fullest extent
permitted by applicable law, excluded from this Agreement;
(b) LSI shall have no liability for any damage caused by errors or omissions in
any information, instructions or scripts provided to LSI by the Client in
connection with Lettu, or any actions taken by LSI at the Client's direction;
and

(c) Lettu and the Documentation are provided to the Client on an “as is”
basis.
11.2 Nothing in this Agreement limits or excludes the liability of a party:
(a) for death or personal injury caused by its negligence;
(b) for fraud or fraudulent misrepresentation; or
(c) any other liability which cannot be limited or excluded by applicable law.
11.3 Subject to clause 11.2 , LSI shall not be liable whether in tort (including for
negligence or breach of statutory duty), contract, misrepresentation,
restitution or otherwise for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of anticipated savings;
(d) loss of agreement or contracts;
(e) depletion of goodwill and/or similar losses;
(f) loss or corruption of data or information (other than breach of clause 4 );
(g) pure economic loss; or
(h) any special, indirect or consequential loss, costs, damages, charges or
expenses however arising under this Agreement.
11.4 Subject to clause 11.2 , LSI's total aggregate liability whether in contract, tort
(including negligence or breach of statutory duty), misrepresentation,
restitution or otherwise, arising under or in connection with this Agreement
shall be limited to £5,000. For the purposes of this Clause 11.4, LSI shall include
its parent and group companies and entities.
11.5 Nothing in this Agreement excludes the liability of the Client for any breach,
infringement or misappropriation of LSI’s Intellectual Property Rights.

12. TERM AND TERMINATION

12.1 The Agreement shall commence on Client or an Authorised User’s use of Lettu
or is services (or on the Effective Date if stated) and shall continue for the Beta
Test Period or until otherwise terminated in accordance with the provisions of
this Agreement or until LSI disables or withdraws the Clients (or Authorised
Users) access to Lettu (which LSI may do at any time without notice).
12.2 On termination or expiry of this Agreement for any reason:
(a) except where otherwise specified, all licences granted under this
Agreement shall immediately terminate and the Client shall
immediately cease all use of Lettu and the Documentation;
(b) each party shall return and make no further use of any equipment,
property, documentation and other items (and all copies of them)
belonging to the other party;
(c) without prejudice to LSI’s obligations under clause 4 (data protection)
LSI may destroy or otherwise dispose of any of the Client Content in
its possession; and
(d) any rights, remedies, obligations or liabilities of the parties that have
accrued up to the date of termination, including the right to claim
damages in respect of any breach of the Agreement which existed at
or before the date of termination shall not be affected or prejudiced.

13. NOTICES

13.1 Any notice given to a party under or in connection with this Agreement
shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next
working day delivery service at its registered office (if a company) or
its principal place of business (in any other case); or
(b) sent by email to the email address in the Order Form in the case of
the Client, or in the case of LSI, to the following email address:
Lettunotices@lewissilkin.com.
13.2 Any notice shall be deemed to have been received: (a) if delivered by
hand, at the time the notice is left at the proper address; (b) 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 (c) 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, provided in each case no
bounceback message is received.
13.3 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.

14. GENERAL

14.1 Survival. Any provision of this Agreement that expressly or by implication
is intended to come into or continue in force on or after termination or
expiry of this Agreement shall remain in full force and effect, including
clauses 1 , 2.9 , 4 , 8 , 9 , 11 , 12.2 , 13 , 14 .
14.2 Force majeure. LSI shall not be liable for any failure or delay in performing
any of its obligations under this Agreement if such delay or failure result
from a Force Majeure Event, in which case the time for performance of
such obligations shall be extended accordingly. If the period of delay or
non-performance continues for 90 days, the unaffected party may
terminate this Agreement by giving written notice to the other party.
14.3 Variation. No variation of this Agreement shall be effective unless it is in
writing and signed by the parties (or their authorised representatives).
14.4 Waiver. A waiver of any right or remedy is only effective if given in writing
and shall not be deemed a waiver of any subsequent right or remedy. A
delay or failure to exercise, or the single or partial exercise of, any right or
remedy shall not waive that or any other right or remedy, nor shall it
prevent or restrict the further exercise of that or any other right or
remedy.
14.5 Rights and remedies. Except as expressly provided in this Agreement, the
rights and remedies provided under this Agreement are in addition to, and
not exclusive of, any rights or remedies provided by law.
14.6 Severance. If any provision or part-provision of this 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 this
Agreement. If any provision or part-provision of this Agreement is deemed
deleted under this clause 14.6 the parties shall negotiate in good faith to
agree a replacement provision that, to the greatest extent possible,
achieves the intended commercial result of the original provision.
14.7 Entire agreement. This Agreement constitutes the entire agreement
between the parties and supersedes and extinguishes all previous and
contemporaneous agreements, promises, assurances and understandings
between them, whether written or oral, relating to its subject matter;
each party acknowledges that in entering into this Agreement it does not
rely on any statement, representation, assurance or warranty (whether
made innocently or negligently) that is not set out in this Agreement; and
each party agrees that it shall have no claim for innocent or negligent
misrepresentation or negligent misstatement based on any statement in
this Agreement.
14.8 Assignment. The Client shall not, without the prior written consent of LSI,
assign, novate, transfer, charge, sub-contract or deal in any other manner
with all or any of its rights or obligations under this Agreement. LSI may at
any time assign, transfer, charge, sub-contract or deal in any other
manner with all or any of its rights or obligations under this Agreement
without the prior consent of the Client.
14.9 No partnership. Nothing in this Agreement is intended to or shall operate
to create a partnership between the parties, or authorise either party to
act as agent for the other, and neither party shall have the authority to act
in the name or on behalf of or otherwise to bind the other in any way
(including, but not limited to, the making of any representation or
warranty, the assumption of any obligation or liability and the exercise of
any right or power).
14.10 Third party rights. This Agreement does not give rise to any rights under
the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
Agreement.
14.11 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute a duplicate original, but all
the counterparts shall together constitute the one Agreement. No
counterpart shall be effective until each party has provided to the other at
least one executed counterpart.
14.12 Governing law and Jurisdiction. This Agreement and any dispute or claim
arising out of or in connection with it or its subject matter or formation
(including non-contractual disputes or claims) shall be governed by and
interpreted in accordance with the laws of England. Each party
irrevocably agrees that the courts of England shall have exclusive
jurisdiction to settle any dispute or claim arising out of or in connection
with this Agreement or its subject matter or formation (including non-
contractual disputes or claims).