Terms of Service
MISSION PERFORMANCE TERMS OF BUSINESS
1 Scope and Interpretation
1.1 These Terms of Business (“Terms”) shall apply to the provision of all Services provided by us to you, except where otherwise agreed expressly in writing, from the date of acceptance by the customer of the Proposal Letter or EULA in accordance with clause 2.1.
1.2 In consideration of the Charges, we shall provide the Services to you in accordance with these Terms and in accordance with the details set out in the Proposal Letter, EULA and/or the Event Schedule.
1.3 Notwithstanding anything to the contrary in the Event Schedule, in the event of any inconsistency between these Terms, the Proposal Letter, EULA and/or the Event Schedule, these documents shall take priority in the following order:-
1.3.1 The Proposal Letter or EULA;
1.3.2 The Event Schedule;
1.3.3 The Terms.
1.4 In these Terms, the following words and expressions shall have the following meanings:-
Agreement: means together the Proposal Letter and if appropriated an Event Schedule and these Terms and such other arrangements as you and we may agree in writing in connection with the Event including, where relevant, the EULA.
Cancellation Fee: means the fee payable by you to us in the event of a cancellation as set out at clause 7.
Charges: means the charges to be paid by you to us in accordance with this Agreement.
EULA: means the end user licence agreement relating to the Fittolead application software.
Event: means the event as more particularly described in the Event Schedule and the proposed event shall mean the event as set out in the Proposal Letter.
Event Date: means the earliest date on which the Event, or proposed event where no Event Schedule has been issued, is to occur.
Event Development Services means any or all of the development services to be carried out by us in accordance with the Proposal Letter and EULA in relation to a proposed Event.
Event Location: means the location at which the Event shall be held in accordance with the Event Schedule.
Event Schedule: means the schedule issued by us in accordance with clause 2.2 which shall contain details of the Event, such as the Event Location, Event Services, Key Dates, Charges, anticipated Expenses and any other relevant information.
Event Services: the Services relating to the implementation and delivery of the Event as more specifically described in the Event Schedule and, where relevant, the provisions of the EULA.
Expenses: may include but shall not be limited to any fees for the Event Location, refreshments, subsistence, travelling expenses and any other ancillary expenses reasonably incurred by us, our employees or our sub-contractors, the costs of any materials and the cost of services reasonably and properly provided by third parties and required for the supply of the Services.
Intellectual Property Rights: means any and all copyright, design rights, database rights, trade marks, service marks, logos, domain name rights, patents, moral rights, rights in confidential information, and any other intellectual property rights whether registered or unregistered and both present and future and all similar or equivalent rights or forms of protection in any part of the world.
Key Dates: means those timescales, dates and milestones set out in the Event Schedule.
Legal Requirements: means any requirement of legislation or regulation, including but not limited to those in respect of health and safety.
Proposal Letter: means the letter from us to you setting out the proposed event as provided by us to you along with these Terms. Where more than one letter of proposal has been sent by us to you, “Proposal Letter” shall always mean the most recent of such letters in respect of the relevant Services and/or Event.
Restricted Information: means all information disclosed by one party (including to its employees, agents or sub-contractors) or the other or obtained by a party in connection with the Agreement, including but not limited to information relating to the business affairs, customers, clients, suppliers, plans, or market opportunities of the other, or relating to the subject matter of the Agreement, and whether expressed to be confidential or not.
Services: means the Event Services, where relevant, any services provided in accordance with the provision of the EULA and the Event Development Services or any of them.
Target Dates: means the dates by which a part of the proposed Event Development Services is estimated to be completed or on which the proposed Event is estimated to be held as set out in the Proposal Letter.
We/Us: refers to Mission Performance Limited (Company No. 04288784) B3 Bulwark Building, Daedalus Park, Daedalus Drive, Lee on the Solent, Hants, PO13 9FX.
Works: all documents, products and materials developed or provided by us in relation to the Services and/or the Event in any form, including but not limited to any training materials and supporting documentation, computer programs, drawings, maps, designs sound recordings, disks, pictures or other images.
You: means the client or end user as identified in the Proposal Letter, EULA and/or the Event Schedule.
1.3 The headings are inserted for convenience and do not affect the construction of these Terms.
2 The Services
2.1 These Terms are attached to or referred to in a Proposal Letter or EULA. Your approval (howsoever received) of the Proposal Letter or EULA shall indicate your acceptance of these Terms and provide authority for us to commence providing the Event Development Services to refine the Event programme and materials, which you understand and acknowledge may include the detailed development of some or all of the Works and may necessarily involve entering into commitments with third parties and associated Expenses. For the avoidance of doubt, in the event that you instruct us to commence providing the services, you will be deemed to have approved the Proposal Letter on the date set out therein and for the EULA on the time and date that you “click” on the box acknowledging that you have read and accepted its terms on-line is the time and date of acceptance.
2.2 The Development Services will culminate in us issuing you with an Event Schedule setting out the details of the training or event, including for example any Key Dates, Event Charges, and anticipated Expenses.
2.3 You shall confirm your approval of the Event Schedule or raise any queries or concerns you have about the Event Schedule with us within 10 working days of receipt of the Event Schedule (or such time as is otherwise set out therein). In the event that you raise any queries or concerns about the Event Schedule, the change procedures under clause 3 shall apply. If no concerns are raised within 10 working days, you shall be deemed to have approved the details set out in the Event Schedule.
2.4 Approval (or deemed approval) by you of the Event Schedule shall constitute your acceptance that the Event Schedule conforms with any and all instructions and briefs you have given us for the Event, and shall be authority for us to proceed with the provision of the Services as detailed in the Event Schedule for that Event. You acknowledge that in the continued provision of the Services, organisation of the Event and/or preparation of the Works we might incur costs and Expenses and enter into binding commitments with third parties.
3.1 If after acceptance or deemed acceptance of the Proposal Letter and/or Event Schedule, you wish to modify, improve, extend, add to, postpone, relocate or cancel some or all of the Services, Works or the Event you shall supply to us written particulars of the proposed change(s) and such further details as we may request at the earliest opportunity.
3.2 As soon as reasonably practicable following receipt of a change request in accordance with clause 3.1, we shall inform you first verbally and then in writing whether such change is feasible and of any alterations to the Proposal Letter and/or Event Schedule that it shall be necessary to make to implement the change.
3.3 If you elect to proceed with the change in the manner proposed by us in accordance with clause 3.2 then the Proposal Letter and/or the Event Schedule shall be automatically deemed to be amended in the manner indicated by us pursuant to clause 3.2 above.
3.4 In the event that a change request cannot feasibly be approved by us we shall be entitled to continue to provide the Services unless and until you cancel the Event in accordance with clause 7 and to charge you for any and all costs or Expenses incurred or committed to prior to the date of cancellation.
3.5 We may, from time to time, and without notice, change the Services in order to comply with any applicable Legal Requirements, provided that such changes do not materially affect the nature, scope of, or Charges for the Services.
3.6 In the event that we need to make any more significant changes modifications, improvements, extensions to or reductions in any or all of the Services, we shall give you reasonable notice of our proposed change(s) including details of any variations to the Charges, the Services, the Works, the Key Dates or otherwise to the Event Schedule and any other impact of the proposed change(s) on this Agreement.
3.7 For the avoidance of doubt, all changes made under this clause 3 will be carried out as part of and in accordance with these Terms.
3.8 You may not, at any time, revise the provisions of the EULA.
4 Key Dates and Proposed Timescales
4.1 Any Target Dates or proposed timescales set out in the Proposal Letter are non-binding and are for guidance purposes only. Confirmed dates shall be detailed in the Event Schedule as Key Dates and these shall prevail over all earlier proposed or Target Dates. Only dates specified to be Key Dates in the Event Schedule shall be of the essence in respect of the provision of the Services.
4.2 You shall provide us with all information and assistance as we may reasonably require for the performance of our duties under this Agreement including in particular to enable us to provide the Services, and shall do so within reasonable time having regard to any and all Target Dates and/or Key Dates.
4.3 Without prejudice to the terms of Clause 6.5, if any of the circumstances envisaged by clause 15 or any failure by you to adhere to the terms of this Agreement, lead to any delays, we may at our discretion extend or change any Target Dates or Key Dates so as to accommodate fully the effects of such delays upon the performance of the Services.
4.4 In the event that any circumstances arise or you have reason to believe circumstances may arise that may cause a delay to the Services, you shall give us written notice of those circumstances immediately upon becoming aware that any such delay has been or may be caused.
5 Charges and Expenses
5.1 Subject to the remainder of this clause 5 and clause 7, in consideration of the provision of the Services or any of them, you shall pay us the Charges as specified in the Proposal Letter, EULA and/or the Event Schedule.
5.2 Except where otherwise stated, the Charges set out in the Proposal Letter, EULA and/or the Event Schedule shall exclude VAT.
5.3 In addition to the Charges you shall pay or reimburse us for the Expenses at cost or as otherwise provided in the Event Schedule or these Terms.
5.4 Mileage shall be payable at the rate of 45p per mile or at cost, whichever may be the higher, except where otherwise provided in the Event Schedule.
5.5 We shall be entitled to charge you for our time spent in assessing and accommodating a change request under clause 3 where such a change is at your request and/or for any other costs arising in connection with any changes to the Works, Services, and/or Event on a time and materials basis and you will be responsible for any and all Expenses incurred in connection with the change.
5.6 We reserve the right to charge a deposit fee. In the event that a deposit is payable, this will be specified in the Proposal Letter and/or the Event Schedule. All deposits are payable on request on a non-refundable basis and will be deducted only from the final invoice in respect of the Services.
6 Terms of payment
6.1 Subject to clause 6.2, we shall invoice you for any or all Charges, Expenses and any other sums arising under this Agreement either monthly, or on reaching a Key Date or reaching the end of any stage of the Services, whichever is the sooner, save where otherwise provided in the Proposal Letter, EULA or Event Schedule.
6.2 We reserve the right to request payment of Expenses in advance. Where we do so, invoices will be issued in the usual way in respect of those Expenses.
6.3 The Client shall pay our invoices within 14 days of the date of the invoice.
6.4 Time for payment of any and all sums arising in connection with the Project shall be of the essence of these Terms.
6.5 In the event that you fail to make any payment due under this Agreement on the due date we reserve the right to: -
6.5.1 charge interest on the overdue sums at the rate of 4% above the base rate of the Bank of Scotland from time to time in force from the due date until we have received the overdue sums in cleared funds;
6.5.2 suspend the performance of any services or obligations required to be performed by us under this Agreement until such time as the overdue sums (together with any interest due) have been received by us in cleared funds; and/or
6.5.3 terminate the Agreement by 30 days notice in writing to you in the event of a failure to make any three payments due under this Agreement on or before the due date in any six calendar months.
6.6 All sums payable to us under this Agreement shall become due immediately on termination, despite any other provision.
7 Cancellation or Amendments
7.1 In the event that you wish to cancel, reduce or postpone any aspect of the Services you shall notify us in writing as soon as practicable.
7.2 In the event that you cancel or reduce any aspect of the Services, you will be charged the Cancellation Fees, save where expressly agreed otherwise in writing.
7.3 In the event that you have paid a deposit fee in respect of any of the Expenses or the Charges, the deposit fee will remain non-refundable and the Cancellation Fee will be calculated against the remaining balance.
7.4 The Cancellation Fee shall be as follows save where otherwise agreed in the Event Schedule:-
7.4.1 In the event that you cancel between 90 – 61 working days prior to the Event Date or proposed event date, the Cancellation Fee shall be 15% of the relevant Charges plus any Expenses already incurred, paid or committed to by us;
7.4.2 In the event that you cancel between 60 – 31 working days prior to the Event Date or proposed event date, the Cancellation Fee shall be 30% of the relevant Charges plus any Expenses already incurred, paid or committed to by us;
7.4.3 In the event that you cancel between 30 – 16 working days prior to the Event Date or proposed event date, the Cancellation Fee shall be 50% of the relevant Charges plus any Expenses already incurred, paid or committed to by us;
7.4.4 In the event that you cancel between 15 – 0 working days prior to the Event Date or proposed event date, the Cancellation Fee shall be 100% of the relevant Charges plus any Expenses already incurred, paid or committed to by us;
7.5 In the event that we should cancel or reduce any aspect of the Services:
7.5.1 we shall notify you as soon as reasonably practicable; and
7.5.2 we shall use our reasonable endeavours to provide the Event and/or Services to you at a later date.
7.5.3 If we cannot reschedule dates for the Event and/or Services within an acceptable period, we shall reimburse any deposit amounts paid by you as soon as possible after we notify you of the cancellation.
8.1 We undertake to take out and maintain insurance cover with an insurance company of good repute against such liabilities and to such values as may be specified in the Proposal Letter or the Event Schedule. We shall at your request produce a copy of such insurance policy and receipt for the payment of the current premium.
8.2 You and we shall respectively (“the Indemnifying Party”) remain wholly responsible for and indemnify and keep the other indemnified and held harmless from and against all claims, actions, liabilities, demands, costs, losses, damages and expenses (including without limitation any economic loss, loss of profit, indirect, special or consequential loss, damage to reputation or goodwill or legal expenses of whatsoever nature) arising directly or indirectly from any breach of this Agreement and/or any negligent act or omission on the part of the Indemnifying Party or its employees, agents or sub-contractors (whether such act or omission constitutes a breach by the Indemnifying Party of the terms of this Agreement or otherwise).
9 Materials supplied by you
9.1 You shall ensure that any information or materials provided to us in connection with this Agreement (including, but without limitation, the brands and any logos and trade names and any content to be included in the Works) are free from any defamatory or unlawful content and that they do not infringe any rights (including Intellectual Property Rights) of any third party.
9.2 You shall indemnify us (and keep us indemnified) against all costs, claims, expenses and other liabilities arising out of or in connection with any breach by you of your obligations in clause 9.1.
9.3 Subject to clause 9.4 all materials supplied by you to us in connection with this Agreement shall remain your property. As soon as reasonably practicable following the completion or termination of this Agreement we shall return such materials to you.
9.4 We shall have a general and particular lien over all materials in our possession that have been supplied by you in connection with this Agreement until such time as all Charges and Expenses due to us under this Agreement (together with any interest thereon) have been paid in full.
10 Intellectual Property
10.1 In producing any Works for you, we shall not knowingly infringe the Intellectual Property Rights of any third party.
10.2 We shall be entitled to use any and all Intellectual Property Rights in any Works.
10.3 You acknowledge that some or all of the Works may be sourced from third parties including (but not limited to) photographs and illustrations and that these may be made available for use by you under licence only. In these circumstances we shall inform you of the nature of the licence being granted by the third party for the use of those Works for that Project. You acknowledge and accept that you may require a further licence (at further cost) in the event that you wish to use such Works for other purposes.
10.4 You will indemnify us (and keep us indemnified) against all liabilities, costs and expenses that we may incur as a result of any work done in accordance with your specifications, which involve directly or indirectly the infringement of any Intellectual Property Rights of any third party.
11.1 We shall act in all our dealings with third parties as a principal rather than your agent and nothing in this Agreement shall be deemed to create a relationship of principal and agent or partnership between you and us.
12.1 During the term of this Agreement and for a period of 12 months after termination or cancellation, you shall not solicit, any of our consultants, contractors, agents or employees with whom you have had contact in connection with this Agreement, the Event or Services to provide any services of the same or a substantially similar nature as those provided by us under this Agreement.
12.2 In the event of a breach of clause 12.1, you shall pay to us a sum equal to 6 months' remuneration at the then current rate of the relevant employee or consultant including benefits in kind, or if no current rate is available, at the last paid rate of the relevant employee or consultant including benefits in kind. This sum will be payable by way of liquidated damages and is agreed by the parties to represent fair compensation in such event.
12.3 You shall not, and shall procure that your staff consultants agents or contractors shall not, directly or indirectly interfere or seek to interfere in any contract between the Company and any third party at any time during or for a period of 12 months after the completion, expiry or termination of this Agreement.
12.4 We shall designate a project manager for the Services who shall report directly to you on the progress of the Services.
12.5 Our personnel shall, when working on your premises, respect the internal regulations, which have been communicated to them, without such respect implying any subordination to you.
13.1 Except as provided by clauses 13.2 and 13.3, the party who receives the Restricted Information (“the Receiving Party”) from the party who discloses the Restricted Information (“the Disclosing Party”) shall at all times during the continuance of this Agreement and after its termination undertake to the Disclosing Party to: -
13.1.1 use its reasonable endeavours to keep all Restricted Information confidential and accordingly (subject to the provisions of clause 13.2) not disclose any Restricted Information to any other person;
13.1.2 not use any Restricted Information for any purpose other than the performance of the obligations under this Agreement;
13.1.3 not copy reproduce or record any of the Restricted Information except to the extent reasonably necessary in accordance with the Terms of this Agreement.
13.1.4 promptly on the Disclosing Party’s request return any and all copies reproductions or recordings of the Restricted Information save to the extent such is necessary to enable the Receiving Party to exercise its rights or perform its obligations under this Agreement.
13.2 any Restricted Information may be disclosed by the Receiving Party to:
13.2.1 any governmental or other authority or regulatory body; or
13.2.2 any employees of the Receiving Party (or any of the Receiving Party’s sub-contractors or agents) to such extent only as is necessary for the purposes contemplated by this Agreement, or as is required by law and subject in each case to the Receiving Party using its reasonable endeavours to ensure that the person in question keeps the same confidentiality and does not use the Restricted Information except for the purposes for which the disclosure is made.
13.3 This Agreement shall not apply to any Restricted Information that: -
13.3.1 is or becomes public knowledge (other than as a result of the default of the Receiving Party or any other person to whom the Restricted Information is disclosed under the terms of this Agreement).
13.3.2 is known to the Receiving Party before the Restricted Information is disclosed.
13.3.3 it lawfully becomes available to the Receiving Party from a third party without breach of this Agreement.
13.3.4 is required to be disclosed by law.
14 Warranties and Liability
14.1 We warrant that we will perform the Services with reasonable care and skill.
14.2 You accept that we are in no way liable for any inaccuracies or misleading statements or representations made in any third party documentation supplied by us to you.
14.3 We shall not be liable to you for any loss, damage, costs, expenses or other claims for compensation arising out of or in connection with any breach by you of its obligations under this Agreement including for the avoidance of doubt any delays.
14.4 We shall not be liable to you by reason of any negligence or any other tortious action or any representation (unless fraudulent), or any implied warranty, condition or other term, or under the express terms of this Agreement, for: -
14.4.1 any loss of anticipated revenues; or
14.4.2 loss of profits; or
14.4.3 loss of business opportunities; or
14.4.4 loss of goodwill; or
14.4.5 damage to reputation; or
14.4.6 any indirect, special or consequential loss or damage, costs, expenses or other such claims for compensation whatsoever; (whether caused by the negligence of us, our employees, agents, contractors or associates or otherwise) which arises out of or in connection with this Agreement.
14.5 We shall not be liable to you or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of our obligations in relation to the provision of the Services.
14.6 Nothing in this Agreement shall have the effect of limiting or excluding the liability of us for death or personal injury arising out of its negligence or otherwise as prohibited by law.
14.7 You acknowledge that the Charges have been determined on the basis of the above limitations and exclusions of liability. You expressly agree that these limitations are reasonable because of (amongst other things): -
14.7.1 the likelihood that the damages awardable to you for a breach by us of this Agreement would be disproportionately greater than the value of this Agreement to us; and
14.7.2 the likelihood that you will be in a better position than us to predict your potential losses and to insure yourself in a cost effective manner against any damage flowing from any breach by us of this Agreement.
15 Force Majeure
15.1 A party shall not be in breach of this Agreement, nor liable for any failure or delay in performance of any obligations under this Agreement (and, subject to clause 15.4, the time for performance of the obligations shall be extended accordingly) arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (“Force Majeure Event”), including but not limited to any of the following:
15.1.1 Acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster;
15.1.2 war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;
15.1.3 terrorist attack, civil war, civil commotion or riots;
15.1.4 nuclear, chemical or biological contamination or sonic boom;
15.1.5 compliance with any law (including a failure to grant any licence or consent needed or any change in the law or interpretation of the law);
15.1.6 fire, explosion or accidental damage;
15.1.7 loss at sea;
15.1.8 adverse weather conditions;
15.1.9 collapse of building structures, failure of plant machinery, machinery, computers or vehicles;
15.1.10 any labour dispute, including but not limited to strikes, industrial action or lockouts; and/or
15.1.11 non-performance by suppliers or subcontractors.
15.2 The corresponding obligations of the other party will be suspended to the same extent.
15.3 Any party that is subject to a Force Majeure Event shall not be in breach of this Agreement provided that:
15.3.1 where possible, it promptly notifies the other parties in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance;
15.3.2 it could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken, but did not; and
15.3.3 it has used reasonable endeavours to mitigate the effect of the Force Majeure Event to carry out its obligations under this Agreement in any way that is reasonably practicable and to resume the performance of its obligations as reasonably possible.
15.4 If the Force Majeure Event prevails for a continuous period of more than three months, any party may terminate this Agreement by giving 14 days' written notice to all the other parties. On the expiry of this notice period, this Agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this Agreement occurring prior to such termination.
16.1 Either party shall be entitled to terminate this Agreement immediately by written notice to the other if: -
16.1.1 that other party commits a breach of any provision of this Agreement and, in the case of a breach capable of remedy, fails to remedy the same within 30 days after receipt of a written notice requiring it to be remedied; or
16.1.2 an encumbrancer takes possession or a receiver manager administrator or administrative receiver is appointed over any of the property or assets of that party; or
16.1.3 that other party makes any voluntary arrangement with its creditors or enters administration or goes into liquidation or a moratorium comes into force; or
16.1.4 that other party passes a resolution that other party goes into liquidation (except for the purposes of a solvent reconstruction where the company resulting there from assumes the obligations imposed on that other party by this Agreement); or
16.1.5 that other party ceases, or threatens to cease, to carry on business; or
16.1.6 the terminating party reasonably apprehends that any of the events mentioned above is about to incur in relation to the other party and notifies that other party accordingly.
16.2 Any waiver by either party of a breach of any provision of this Agreement shall not be considered as a waiver of any subsequent breach of the same or any other provision
16.3 Rights under this clause shall be without prejudice to any other right or remedy of either party in respect of the breach concerned (if any) or of any other breach.
17 Consequence of termination
17.1 The termination of this Agreement howsoever arising will be without prejudice to the rights and duties by the parties accrued prior to termination. The clauses in this Agreement, which expressly or impliedly have effect after termination, will continue to be enforceable notwithstanding termination.
17.2 On termination of this Agreement for whatever reason: -
17.2.1 outstanding unpaid invoices rendered by us in respect of the Services shall become immediately payable and Charges and Expenses in respect of the Services provided prior to termination but for which an invoice has not been submitted shall be payable immediately upon submission of an invoice; and
17.2.2 promptly following the payment of the sums referred to in clause 17.2.1 we will deliver to you all material that is owned by you.
18 Assignment and sub-contracting
18.1 No party shall be entitled to assign, lease, charge, sub-licence, or otherwise transfer its rights in whole or in part under this Agreement without the prior written consent of the other party.
18.2 We shall be entitled to sub-contract some or all of our obligations in this Agreement.
19.1 Save as otherwise expressly provided, all amounts stated in the Proposal Letter, EULA, the Event Schedule or otherwise in connection with this Agreement are exclusive of value added tax and any value added tax arising in connection with the Agreement shall become payable by you to us on the issue of a valid tax invoice in respect of the same in addition to any Charges or Expenses or other amounts payable.
20.1 If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.
21 Entire Agreement and Variation
21.1 This Agreement and the documents referred to in it constitute the entire Agreement and understanding between the parties with respect to its subject matter and supersedes all other agreements, statements, representations (save fraudulent) or warranties made by or between the parties.
21.2 Each of the parties acknowledge and agree that in entering into this Agreement it does not rely on and shall have no remedy or liability in respect of any statement, representation, warranty or understanding (unless it was made fraudulently) of any person (whether a party to this Agreement or not) other than as expressly set out in this Agreement.
21.3 Nothing in this Agreement shall operate to limit or exclude any liability for fraud.
21.4 This Agreement may not be modified, varied or extended except in writing signed by the duly authorised representatives of each of the parties.
22.1 Any notice or consent required or permitted under this Agreement shall be in writing and shall be sent by first class post, hand delivery, fax or email.
22.2 Subject to clause 22.3 below any such notice consent or other document shall be deemed to have been duly received:
22.2.1 If despatched by fax or email - 24 hours from the time of the despatch; or
22.2.2 If despatched by prepaid post - 2 days from the time of posting to the relevant party; or
22.2.3 If despatched by hand delivery - at time of actual delivery.
22.3 Unless otherwise notified in writing for the purpose of this clause, the postal and email addresses and fax numbers of the parties are as set out in the Event Schedule, EULA or where no Event Schedule has been provided, the Proposal Letter.
22.4 In proving service by post it will be sufficient unless any relevant part of the postal service is affected by industrial action to prove that the envelope containing the notice was duly stamped addressed and posted to the addresses specified in clause 22.3 above. In proving service by fax or email it shall be sufficient to prove that it was properly addressed and dispatched to the numbers or address specified in clause 22.3 above.
23 Third Parties
For the avoidance of doubt, nothing in this Agreement will confer on any third party any benefit or right to enforce any Terms and Conditions of this Agreement and the parties do not intend that any term of the Agreement should be enforceable by a third party whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
24 Law and Jurisdiction
The laws of England and Wales apply to this Agreement and the performance of the Services and the parties irrevocably agree that this Agreement shall be subject to the exclusive jurisdiction of the English courts.