MASTER SERVICE AGREEMENT – CLUB SYSTEMS INTERNATIONAL LTD
Club Systems International Ltd (the “Host”) is a provider of the software web application product “ClubV1” which enables internet based website storage of information and administration of membership and competition and results details. These Terms, along with the Contract (as defined below), sets out the terms which have been agreed between the Host and any customer (the “Client”) who accesses the ClubV1 product and/or enters into a Contract for the provision of such services as the same may be supplemented from time to time by any Customer Orders setting out specific details of the services requested by the Client.
In these Terms, unless the context requires otherwise, the following words shall have the following meanings:
“Activation Keys” means the keyword and keycode sent to the Client to activate access to the Software;
“Client Data” means the all information and data uploaded to or stored on the Platform by the Client or its Users or generated by the Platform as a result of the use of the Services and/or Hardware;
“Clientware” means the equipment, cabling, systems and software provided by the Client in connection with the Services;
“CONGU®” means the Council of National Golf Unions;
“Contract” means a contract with a Client for the provision of the Services which arises from the acceptance by the Host of a Customer Order and which shall be on and subject to these Terms together with the terms set out in any Customer Order and/or Hardware Maintenance Agreement agreed with the Client;
“Customer Order” means the customer order request form setting out the level of Services required by the Client and to be provided by the Host;
“Hardware” means the equipment and systems used in connection with the Services;
“Hardware Maintenance Agreement” means an agreement entered into between the Host and the Client in relation to the maintenance of any Hardware used in connection with the Services;
“How Did I Do Site” means the database and social media website showing details of Client Data submitted through the Software in relation to specified competitions managed or operated by the Client;
“IPRs” means any and all intellectual property rights including without limit any and all patents, design rights, database rights, copyright, know-how, moral rights, trade secrets, confidential information, trade-marks, service marks, trade names and goodwill;
““Netiquette” means generally accepted standards for use of the Internet such as (but not limited to) disallowing the following activities: sending bulk unsolicited e-mail, mail bombing, misrepresenting the holding of third party authorisation and impersonating another person;
“Notified Maintenance” means essential maintenance to be carried out by the Host in relation to the Services and/or Software;
“Password” means a password chosen by the Client to be used alongside the Username to enable the Client access to the Software;
“PIN” means the personal identification number available for use by the Client alongside the Username and in addition to the Password;
“Platform” means the third party cloud computing platform, website or other remote computing cloud instance or device (currently Microsoft Azure) utilized or licensed by the Host in support of the Services from which access to the Software is provided to the Client;
“Services” means the provision by the Host for the use by the Client of the Software together with any ancillary hosting, maintenance or web based services in relation to the provision of the Software and any additional support, marketing, finance or other services described in any Customer Order made under the Contract;
“Service Disruption” means any material disruption in the Services as a result of any failure of the Hardware, Software or the Host personnel who provide the Services and which does not result from any breach by the Client of the Contract, a force majeure event (see clause 14 below) or any Suspension Event (as defined below);
“Software” means the ClubV1 web application computer software program provided by the Host in connection with the Services;
“Suspension Event” means any of the events described in clause 1.7 below;
“Terms” means these terms, as the same may be amended and notified to the Client from time to time;
“User” means any individuals who access the Software or website on which the Software is hosted;
“Username” means the unique user identifier used by the Client to access the Software;
“Working Day” means any day which is not a Saturday, a Sunday or a bank or public holiday in England.
1 SERVICES, HARDWARE, SOFTWARE
1.1 The Services, Software and Hardware shall be as described in the Contract and any associated Customer Order from time to time. All Customer Orders shall be deemed to be an offer from the Client and shall only be deemed accepted by the Host when counter-signed by an authorised representative of the Host. In the event of any conflict between any provision in these Terms and those in a Customer Order then the provision in the Customer Order shall prevail.
1.2 Upon acceptance of the Customer Order, the Host shall provide the Services by enabling access to the Software by the Client and its authorised Users via the Platform. The Host shall also allow storage of data received by the Client or from Users on the Platform pursuant to and in accordance with these Terms.
1.3 The terms of the Contract contain the whole agreement between the Host and the Client in relation to the Services and Software. All other understandings, agreements, warranties, conditions, terms or representations, whether express or implied, statutory or otherwise, are excluded to the fullest extent permitted by law.
1.4 If either party requires any variations or additions to the Services, Hardware and/or Software to those set out in an agreed Customer Order then the parties may agree a new Customer Order superseding the existing Customer Order.
1.5 Subject to clause 1.4, the Host reserves the right at any time and from time to time to amend, improve or correct the Services, Software and/or Hardware (or any part thereof) provided that such modification does not materially affect the Services, Software and/or Hardware (or any part thereof). This includes the right to substitute the Hardware with Hardware of similar specification, where necessary. The Host shall give the Client reasonable notice of such modifications but in any event at least 3 Working Days advance notice of the same.
1.6 Following acceptance of a Contract for provision of the Services and receipt of the initial fee (if any) payable by the Client in relation thereto, the Host shall send to the Client the Activation Keys together with a link to create a user log-in for access to the Platform and use of the Software using the Client’s allocated Username and chosen Password. The Client shall check it is able to access the Software as soon as possible thereafter. The Client may, at its option, use a PIN in conjunction with its Username and Password to ensure an additional level of security preventing unauthorized access to the Software by any User or other party.
1.7 If the Client reasonably considers that the Services do not meet any material agreed service levels set out in the Customer Order then it shall immediately notify the Host and provide details of the same. The Host shall use its reasonable endeavours to rectify any failure of the Services to meet any agreed service levels (except where such failure is due to the occurrence of any Suspension Event as defined below).
1.8 The Host reserves the right at its sole discretion to suspend the Services (temporarily or permanently) on the occurrence of the following (each of the following shall be a ‘Suspension Event’): (i) Notified Maintenance (ii) issue by any competent authority of an order which is binding on the Host and which affects the Services; (iii) if the Client fails to pay any amounts due under the Contract when they are due; (iv) if any events occur which would entitle the Host to terminate the Contract; (v) the Client is, in the opinion of the Host, as it may determine in its sole discretion in breach of Netiquette in relation to the Client’s use of the Software or the Platform (vi) failure or deficiencies in the Clientware; (vii) if the Host loses any licence, consent or rights it has to host the Software on the Platform; (ix) unauthorised use of any Username, Password or PIN.
1.9 Any suspension of the Services pursuant to clause 1.8 shall not operate as a waiver of any other rights of the Host to terminate the Contract.
2 OBLIGATIONS OF THE CLIENT
2.1 The Client agrees that it shall:
(a) immediately notify the Host if it becomes aware of any unauthorised use of all or any of the Services, Software and/or Hardware;
(b) not knowingly use the Services, Software and/or Hardware or allow them to be used for any unlawful purpose or for the publication, linking to, issue or display of any unlawful material (which shall include without limit any pirated software or any material which is obscene, pornographic, threatening, malicious, harmful, abusive, defamatory or which breaches the rights (including without limit IPRs) of any third party or which is or encourages criminal acts or contains any virus, worm, trojan horse or other harmful code) whether under English law or regulation, the laws or regulations of the Client’s country or any other place where the results of such purpose or such material can be accessed;
(c) not knowingly use the Services, Software and/or Hardware or allow them to be used for the publication, linking to, issue or display of any material which in the absolute discretion of the Host may harm the Host or any of its clients or bring the Host into disrepute or may call into question any action taken by the Host on the Client's behalf;
(d) not knowingly use the Services, Software and/or Hardware or allow them to be used in breach of good Netiquette practices;
(e) remove or prevent access to any material which is hosted on the Platform or which causes or is likely to cause the Client to be in breach of the Contract;
(f) ensure that it has all necessary consents, permissions and licences to make use of the Services including without limit registration or consent required under the Data Protection Act 1998;
(g) not provide any technical or other information obtained from the Host and/or relating to the Services or the Contract to any person, company, firm or government which the Client knows or ought reasonably to be aware may directly or indirectly lead to a breach of any English law or regulation;
(h) use reasonable endeavours to ensure that all material or data provided on the Platform or communicated through or using the Clientware, Hardware and/or Software is checked for viruses and other harmful code;
(i) ensure that its Password and any PIN used in conjunction with the Username are at all times kept confidential, used properly and not disclosed to unauthorised people.If the Client has any reason to believe that its Password, PIN or Username has become known to someone not authorised to use it or if its Password, PIN or Username are being or are likely to be used in an unauthorised way or the Client is aware of any other breach of security then the Client shall inform the Host immediately;
(j) be entirely liable for all activities conducted and charges incurred under its Username whether authorised by it or not and the Client acknowledges that the Host shall not be liable for any loss of confidentiality or for any damages arising from the Client’s failure to comply with clause 2.1(i);
(k) ensure that all its communication details which are provided to the Host are at all times true, current, accurate and complete and the Client shall promptly notify the Host of any such details and the Client acknowledges that the Host shall not be liable for any costs, damages or loss which the Client may suffer or incur as a result of failure to notify such changes to the Host;
(l) use and/or operate the Software and/or Hardware in accordance with any instructions of the Host or user or operations manual in relation to the same;
(m) ensure all Users are adequately trained in relation to the use of the Software and Hardware and the inputting of any Client Data in relation thereto.
2.2 The Client acknowledges that in order to make proper use of the Services it should ensure any User of the Services is familiar with the form and content of the data required to be inputted and manner in which it is to be inputted. The Client acknowledges that the Host shall have no obligation to: (a) check or manipulate any data or information which the Client or Users input through use of the Software and/or Hardware; or (b) validate or vet such material for usability, legality, content or correctness.
2.3 The Client grants to the Host a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate all Client Data supplied by the Client or Users on the Platform for the purpose of publishing handicaps, results of otherwise in connection with the How Did I Do Site or other connected website or platform made available by the Host for the Client or its customers.The Client warrants to the Host that it has obtained all appropriate consents from any individuals which may be identified from the Client Data (including, but not limited to any pursuant to the Data Protection Act 1998) to the processing and storage of the Client Data pursuant to the Services and in accordance with these Terms, the Contract or in relation to the How Did I Do Site and further warrants that any such use of the Client Data by the Host will not:
(a) breach the provisions of any law, statute or regulation;
(b) infringe any IPR’s;
(c) give rise to any cause of action against the Host;
in each case in any jurisdiction and under any applicable law.
2.4 The Client acknowledges that whilst the Host is able to obtain remote access the Client Dataand can amend, manipulate, change or otherwise alter any Client Data inputted by the Client or its Users, it is the sole responsibility of the Client to ensure any Client Data is originally inputted correctly and without error.
3 HOST’S OBLIGATIONS
3.1 The Host:
(a) confirms that it will comply with the provisions of the Data Protection Act 1998 in relation to the data which it stores pursuant to the Services or which is used in connection with the How Did I Do Site;
(b) confirms that it will act only on the instructions of an authorised representative of the Client in relation to the processing of any personal data in connection with the provision of the Services;
(c) confirms that the supply of the Services will be carried out in accordance with the Contract;
(d) confirms that is has the necessary authorities and permissions to provide the Services pursuant to the Contract;
(e) confirms that it will store the Client Data on the Platform for the duration of the Services;
(f) confirms that i
s will endeavor to ensure the Software complies with any CONGU ® recommendations.
3.2 If the Host receives a written notice from the Client identifying a breach of the confirmations set out above, or otherwise becomes aware of its failure to comply with the confirmations set out above, then the Host shall use reasonable endeavours to remedy such breach or failure.
4.1 In consideration for the provision of the Services, the Client shall pay the fee for the Services as set out in the Customer Order.
4.2 The fee includes permitted advertising, marketing emails and/or maintenance support for the Software and/or Hardware as stated in the Customer Order or any agreed Hardware Maintenance Agreement. If the Client exceeds the limits set out in the Customer Order (or such services are not included) then the Host reserves the right to make additional charges for any additional services provided or additional usage above the limit set out in the Customer Order (at the Host’s then prevailing charge rate). The Host will endeavour to let the Client know if its use of the Software and Services exceeds the agreed level, however it is the Client's responsibility to monitor its own use and that of its Users.
4.3 All prices quoted to the Client for the provision of Services by the Host are exclusive of any VAT for which the Client may be additionally liable at the applicable rate. Where the Services are purchased with a monthly payment plan comprising an up-front fee, this fee is payable immediately.
5.1 The fee and all other amounts due under the Customer Order shall be paid by the Client by the due date and in the currency as specified in the Host's invoice in accordance with an agreed direct debit payment plan. Payment shall only be deemed received by the Host upon receipt of cleared funds. Payment shall be made in full without any abatement, set off or deduction on any grounds. The Host reserves the right to charge an administration fee of £25 per quarter for any payments not made by agreed direct debit.
5.2 The Host shall be entitled to recover from the Client any and all expenses incurred by the Host in recovering overdue amounts and/or interest on overdue amounts (before and after judgment) at the annual rate of 4% above the base lending rate of the Bank of England calculated daily until payment is made in full.
5.3 The Host reserves the right to send overdue accounts to a collection agency.
6 INTELLECTUAL PROPERTY, LICENCE AND OWNERSHIP
6.1 All IPRs relating to the Services, Hardware and/or Software are and shall remain the property of the Host.
6.2 All IPRs in any Clientware are and shall remain the property of the Client.
6.3 Title to the Software and all Hardware owned by the Host (both legal and equitable) is and shall at all times remain with the Host and the Client shall keep the Software and all Hardware leased to the Client by the Host free of all charges, liens and encumbrances and protect it from any and all judicial process. Title to any Hardware purchased by the Client from the Host shall remain the property of the Host until payment is made in full and shall be clearly identified and kept separate from any Clientware until title passes to the Client.
6.4 Subject to payment in full of all fees due by the Client to the Host, the Host grants to the Client a non-exclusive non-transferable licence throughout the term of the Contract to use the Software on the Hardware and/or Clientware and in conjunction with the Services and except as provided for in the Contract the Client is not permitted to sub-license any rights granted under the Contract to any third party. The Client agrees that it will not itself, or through a third party:
(a) copy the Software;
(b) reverse engineer, decompile, disassemble or otherwise attempt to derive source code from the Software except as permitted by law;
(c) sell, lease, license, transfer or sub-license the Software or associated documentation; or
(d) write or develop any derivative or other software programs based, in whole or in part upon the Software or any confidential information belonging to the Host.
7 CLIENT INDEMNITY
7.1 The Client agrees to fully indemnify and keep the Host, its subsidiaries, affiliates, officers, partners, employees and agents fully indemnified from and against all actions, demands, costs (on a full indemnity basis), losses, penalties, damages, liability, claims and expenses (including but not limited to legal fees) whatsoever incurred by it or them and arising from any of the following:
(a) the Client’s breach of these Terms, the Contract or its negligence or other act, omission or default;
(b) the operation or break down of any equipment or software owned or used by the Client including without limit the Clientware;
(c) the Client’s use or misuse of the Services, the Hardware or the Software;
(d) the Client infringing (whether innocently or knowingly) third party rights (including without limit IPRs).
8 SERVICE QUALITY AND DISRUPTION
8.1 The Host shall use reasonable endeavors to provide the Services in accordance with any agreed service level (if any).In relation to agreed service level provisions, the host offers a credit of hosting fees subject to the conditions laid out in the ‘Hosting Guarantee Agreement’ details at www.clubsystems.com/hostingguarantee These may be changed from time to time.
8.2 All other conditions, warranties or other terms whether express or implied, statutory or otherwise not set out in these Terms are hereby expressly excluded to the fullest extent permitted by law. The Host does not represent or warrant that the Services will be free from minor interruptions or errors.
8.3 The Client shall immediately notify the Host if any Service Disruption arises and the Host shall then use its reasonable endeavours to rectify such Service Disruption as soon as reasonably practicable.
8.4 In the unlikely event that the Client has reason to make a complaint about the quality of Services, such complaint should be addressed in writing to firstname.lastname@example.org
8.5 The Host does not guarantee the full security of the Platform and does not guarantee that it will be impossible to 'hack' into the Platform or for third parties to access any data stored thereon, including, but not limited to, the Client Data.
8.6 The Client acknowledges that the nature of the Internet makes it impossible for the Host to guarantee the bandwidth available to the Client when accessing the Software and uploading Client Data through the Platform and that there may be inconsistencies and variances in the level of bandwidth available (which could also be affected by the Clientware).
9 MAINTENANCE AND SUPPORT
9.1 The Host agrees to provide Notified Maintenance and other support in accordance with the Contract using reasonable skill and care.
9.2 The Host shall make available to the Client:
(a) a telephone contact number for use during the hours of 8am – 8pm on each day of the week, 365 days a year to assist with any problems arising in connection with the Services;
(b) an email address to assist with non-urgent enquiries.
The Host will use reasonable endeavours to respond to all enquiries raised by phone or email within 24 hours of receipt of any query received during the hours of 8am -8pm on a Working Day, queries received outside these hours or on a day which is not a Working Day will be responded to within 48 hours of receipt of the query.
9.3 Maintenance and support shall not include services for problems arising out of (a) tampering, modification, alteration, or addition to the Hardware or Software, which is undertaken by persons other than the Host or its authorised representatives; or (b) programs, software or hardware supplied by the Client.
9.4 The Client shall document and promptly report all errors or malfunctions of the Hardware or Software to the Host. The Host shall use reasonable endeavours to rectify any malfunctions in the Software or access by the Client or Users to the Platform which affects the Services. Where possible all rectifications shall be dealt with remotely, through remote online log-in access by the Host to the Client’s Data on the Platform or by staff responding to queries raised on the contact number or email address at clause 9.2 above and (where required) the Client shall assist and undertake all steps necessary to carry out procedures for the rectification of such errors or malfunctions through the Clientware and/or Hardware or to enable the Host to obtain remote on-line access to the Client Data.
9.5 The Host is under no obligation to provide any support or maintenance services in relation to: (i) problems arising from any modifications to the Software or Hardware which are undertaken without the Host’s prior written consent; (ii) any Clientware; (iii) the Platform; (iv) any incorrect or unauthorised use of the Software or Hardware; (v) (subject to any Hardware Maintenance Agreement entered into between the Client and the Host) any faults in the Hardware or any annual maintenance or recommended maintenance of the Hardware.
10 DISCLAIMER – EXCLUSION OF LIABILITY
10.1 Nothing in these Terms or the Contract shall exclude or limit the liability of either party for death or personal injury resulting from its negligence or fraudulent misrepresentation nor affect the statutory rights of consumers.
10.2 The parties acknowledge that the allocation of risk in the Contract reflects the price paid for the Services, Hardware and Software. If any exclusion or limitation of liability in the Contract is held to be invalid and the Host becomes liable for loss or damage that may lawfully be limited then such liability shall be limited to the amount paid by the Client for the Services.
10.3 The Host shall have no liability to the Client for any loss arising from any material, data or instructions supplied whether digitally or otherwise by the Client, its Users, or on its behalf which is incomplete, inaccurate, illegible, out of sequence or in the wrong form or arising from any other fault by the Client or on its behalf.
10.4 No action, claim or demand arising out of or in connection with the Contract may be brought by the Client against the Host more than one year after the cause of action has occurred.
10.5 The Host shall not be liable to the Client, any User or any other person for any loss in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause thereof by reason of or in connection with the Contract or the Services, the How Did I Do Site, Hardware, Software or Clientware for any: (i) economic loss of any kind whatsoever, or (ii) loss of profit, data, business contracts, revenues or anticipated savings or opportunities, or (iii) damage to either party’s reputation or goodwill, or (iv) loss resulting from any claim made by any third party, or (v) special, indirect or consequential loss or damage of any nature whatsoever, whether such damages or losses were reasonably foreseeable or actually foreseen.
11.1 Both during the term of the Contract and after its termination, the parties shall treat as confidential (and shall procure that its personnel and each of them treat as confidential) and shall not (and shall procure that their personnel and each of them does not) other than in the proper performance of the Contract, use or disclose to any person, firm or company, any confidential information belonging to the other party or its clients, suppliers or customers (‘Confidential Information’), nor permit its use or disclosure. In particular, both parties shall maintain any source code provided by the other party under maximum security conditions.
11.2 The provisions of clause 11.1 shall not apply where Confidential Information is divulged to:
(a) either party’s own employees and then only to those employees who need to know the same;
(b) either party’s auditors, an officer of Inland Revenue, an officer of HM Customs and Excise, a court of competent jurisdiction, governmental body or applicable regulatory authority and any other persons or bodies having a right, duty or obligation to know the business of the other party and then only in pursuance of such right, duty or obligation.
11.3 Both parties undertake to ensure that persons and bodies referred to in clause 11.2 are made aware before the disclosure of any part of the Confidential Information that the same is confidential and that they owe a duty of confidence to the other party.
11.4 Each party agrees to promptly notify the other if it becomes aware of any breach of confidence by any person to whom it divulges all or any part of the Confidential Information and shall give the other party all reasonable assistance in connection with any proceedings which the other party may institute against such person for breach of confidence.
11.5 The provisions of this clause shall survive the termination of the Contract but the restrictions contained in clause 11.1 shall cease to apply to any information which may come into the public domain otherwise than through unauthorised disclosure.
11.6 Nothing in this clause 11 shall prevent the Host from exploiting any inventions or software that it develops during the term of the Contract.
11.7 All data submitted by the Client on the Platform, in connection with the How Did I Do Site or otherwise in connection with the Services shall be held pursuant to the provisions of this clause 11 and all applicable terms of the Data Protection Act 1998.In the event that the Client requires release of any data held pursuant to the Data Protection Act 1998 the Client shall:
(a) Notify the Host of the information to be released (where such information is requested following termination of the Contract such request must be within 5 Working Days of the date of termination);
(b) &nbsnbsp; Provide evidence to the Host, in a form satisfactory to the Host (as it may determine in its sole discretion and in accordance with any recommended practice pursuant to the Data Protection Act 1998 or Information Commissioner’s Office) of consent of any individual identified in such data to their information being released to the Client or any person or agency authorised by the Client;
(c) Pay the Host’s reasonable administration fees in the release and provision of such information to the Client and of ensuring such data is encrypted and/or securely delivered to the Client pursuant to the Data Protection Act 1998 or any guidelines approved by the Information Commissioner’s Office.
12 TERM, DURATION OF SERVICES, TERMINATION
12.1 The Contract between the parties shall commence upon the earlier of (i) the date of acceptance of the Contract by the Host, as stated in the Customer Order, or (ii) use by the Client of the Services and shall continue until 31 December of the year after which the Services commence (the “ Minimum Period ”), unless otherwise agreed in writing by the Host.After the Minimum Period the Contract shall continue on a rolling 12 calendar month period unless terminated in accordance with these Terms.
12.2 In the event of cancellation or termination by the Client part way through the Minimum Period or any subsequent 12 calendar month period, the Client remains obliged to pay for the Services for the entire period, no partial refund will be made.
12.3 Either party may terminate the Contract, without cause, by giving one month's written notice to the other. The Services shall cease to be provided by the Host to the Client at the end of the notice period.
12.4 Upon termination of the Contract all amounts payable by the Client to the Host shall become immediately due.
12.5 Upon termination of the Contract whereby the Client transfers the provision of Services out to another provider, the Host reserves the right to delete the Client's data from its Hardware the Platform, the How Did I Do Site or any other cloud, website or database operated by the Host after 5 Working Days. In the event of notice being given for the transfer of such data pursuant to clause 11.7, the Host agrees to provide reasonable assistance to the Client to enable a smooth transfer of any Client data held by the Host.
12.6 Where a disconnection of Services has occurred solely as a result of actions of the Client under clause 12.7 below, a £250.00 reinstatement fee will apply to reactivate the Services, in addition to payment of any sums outstanding and owed by the Client. Reactivation of the Services will only be performed during Working Hours.
12.7 In addition to termination permitted elsewhere in these Terms, the Contract may also be terminated:
(a) immediately by the Host if the Client fails to pay any sums due under the Contract within 14 days of their due date;
(b) immediately by either party to the other if the other commits any material breach of any these Terms and which (in the case of a breach capable of being remedied) has not been remedied within a reasonable time period as may be specified in a formal request in writing or by electronic email to remedy the same;
(c) immediately by written notice from the Host if the Client commits any material breach of any these Terms which may impact the Services or the ability of the Host to provide the Services either to the Client or to any other third party;
(d) immediately by either party if the other shall convene a meeting with its creditors or if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition scheme of arrangement with (or the assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or if a trustee receiver or administrative receiver or similar officer is appointed in respect of all or any of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or any other steps are taken for the winding up or the making of an administrative order (otherwise than for the purposes of a solvent amalgamation or reconstruction).
13 A SSIGNMENT
13.1 The Contract is personal to the parties and, subject to clause 13.2 below, no rights, licences or obligations under the Contract may be assigned by the Client without the prior written approval of the Host.
13.2 The Host may assign the Contract and/or its obligations pursuant to it to any acquirer of all or of substantially all of its equity securities, assets or business or to any entity controlled by, or that controls, or is under common control with the Host.
14 FORCE MAJEURE
The Host shall have no liability under nor be deemed to be in breach of these Terms or the Contract for any delays or failures in performance of the Services which result from circumstances beyond the reasonable control of the Host.
15.1 Any notice to be given under the Contract shall be in writing and shall be sent by first class mail or air mail, or by fax or email (confirmed by first class mail or air mail), to the registered office address of the relevant party or such other address as that party may from time to time notify to the other party in accordance with this clause 15.1.
15.2 Notices sent as above shall be deemed to have been received 3 Working Days after the day of posting (in the case of inland first class mail), or 7 Working Days after the date of posting (in the case of air mail), or on the next Working Day after transmission (in the case of fax or email messages, but only if a transmission report is generated by the sender's fax machine or email confirming that the fax or email was successfully transmitted).
15.3 In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and dispatched and dispatch of the transmission was confirmed and/or acknowledged as the case may be.
If any provision of the Contract is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from the Contract and rendered ineffective as far as possible without modifying the remaining provisions of the Contract, and shall not in any way affect any other circumstances of or the validity or enforcement of the Contract.
No delay, neglect or forbearance in enforcing any term or condition of the Contract shall either be or be deemed to be a waiver or in any way prejudice any right under the Contract. No right, power or remedy in the Contract conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party.
18 THIRD PARTIES
No term of the Contract is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
On any termination of the Contract, clauses 6, 7, 10, 11 and 15 of these Terms shall remain in full force and effect.
20 PROPER LAW AND JURISDICTION
These Terms, the Contract and all matters arising from them shall be governed by and construed in accordance with English law.