Capacity Vault
Terms and Conditions
This agreement is between Capacity Vault Ltd company number 13721399 registered office 364-366 Cemetery Road, Sheffield, S11 8FT (We, Us, Our, the Supplier, Capacity Vault); and You, Your, the Customer as per the information you have provided to us.
Initial Monthly Licence Fee: £150 per fee earner reduced to £50 for members of the Society of Will Writers, Best Foundation or Law Society.
Voucher Code/ URL – TBC on receipt of confirmation of subscription - if not received within 1 working day please email contact@capacityvault.co.uk.
Background
We help you and your clients gain better peace of mind around potential challenges to wills. Challenges on the grounds of lack of testamentary capacity are disruptive to professionals and the bereaved alike.
The issue
Solicitors, will writers and other professionals involved in the preparation of wills are expected to take a contemporaneous note of a client’s testamentary capacity. This should record a client’s testamentary capacity against the tests set out in the case Banks v Goodfellow (1870).
Any client who is “elderly” or who has been unwell should sign their will in the presence of a medical professional who should also make a note of the client’s capacity on their medical record (Templeman LJ in Re: Simpson [1977]). We recognise that this is not always possible due to cost or availability of medical professionals.
The solution
Capacity Vault aims to bring peace of mind to clients and professionals alike. By making a Capacity Vault recording in addition to the usual professional guidance Capacity Vault mitigates the cost of a costly challenge for you, your clients and those closest to your clients.
We are the entire legal and beneficial owner and licensor of Capacity Vault and we are willing to license you to use Capacity Vault with your clients in the process of preparing wills for your clients.
In the event of a challenge to a will Capacity Vault provides a certified recording of the Capacity Vault recording to your client in accordance with the promises in our terms and conditions. We provide this along with necessary declarations and evidence to show the client’s testamentary capacity at the time they made their Capacity Vault Recording.
Contact us
You can contact us with any queries either by email at contact@capacityvault.co.uk or by telephone on 020 7193 2747.
1. Interpretation
1.1 The definitions and rules of interpretation in this clause apply in this licence.
Acceptance Date: the date on which you are deemed to have accepted Capacity Vault under clause 2.5.
Affiliate: includes, in relation to either party, each and any subsidiary or holding company of that party and each and any subsidiary of a holding company of that party.
Client: anyone engaging the Customer for the purpose of preparation or drafting a last will and testament.,
Fee: the Initial Monthly Licence Fee as per the particulars or such other licence fee payable by the Customer to the Supplier under clause 5.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (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.
Maintenance Release: release of the Website that corrects faults, adds functionality or otherwise amends or upgrades the Website, but which does not constitute a New Version.
New Version: any new version of the Website which from time to time is publicly marketed and offered for purchase by the Supplier in the course of its normal business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product.
Client Terms and Conditions: the terms from time to time detailing the specification of the Website which can be found at https://capacityvault.co.uk/terms-and-conditions/.
Website: the website and associated services at https://capacityvault.co.uk and any Maintenance Release which is published by the Supplier or acquired by the Customer during the subsistence of this licence.
1.2 Holding company and subsidiary mean a "holding company" and "subsidiary" as defined in section 1159 of the Companies Act 2006. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be amended so that: (a) references in sub sections 1159(1)(a) and (c) to voting rights are to the members' rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.
1.3 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
1.4 Unless the context otherwise requires:
(a) words in the singular shall include the plural and in the plural shall include the singular;
(b) A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
(c) a reference to one gender shall include a reference to the other genders; and
(d) any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.5 In the case of conflict or ambiguity between any provision contained in the body of this licence and any provision contained in the schedules or appendices, the provision in the body of this licence shall take precedence.
1.6 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.
1.7 References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.
1.8 The Schedules and Annexes form part of this licence and shall have effect as if set out in full in the body of this licence. Any reference to this licence includes the Schedules and Annexes.
2. Delivery, acceptance and installation
2.1 Prior to the date of this licence the Supplier delivered a voucher code allowing access to test the Website to the Customer by email.
2.2 The Customer has confirmed to the Supplier that the Website operates in accordance with the Client Terms and Conditions (Acceptance Testing) together with the details of any test account (Test Results).
2.3 If the initial Acceptance Testing failed, the Supplier shall, within seven days of the Acceptance Testing and at its cost, correct the errors so disclosed and repeat the Acceptance Testing with the Customer or its Authorised Agent.
2.4 If the subsequent Acceptance Testing fails, the Customer may discontinue this licence by written notice, or require the Supplier to repeat the actions described in clause 1.1 and clause 2.3 as often as the Customer wishes (subject to the limitation specified below). If the licence is so discontinued, the Supplier shall, within seven days of receipt of that notice, refund all monies paid by the Customer under this licence, and on receipt of that refund this licence shall terminate
2.5 The Customer shall be deemed to have accepted the Website if:
(a) the Acceptance Testing is certified by the Supplier to be successful;
(b) the Customer fails to provide the Test Data and Test Results within either of the time limits set out in clause 2.20 and clause 1.1 (as to which time shall be of the essence); or
(c) the Customer commences operational use of the Website.
3. Licence
3.1 In consideration of the Fee paid by the Customer to the Supplier, receipt of which the Supplier hereby acknowledges, the Supplier grants to the Customer a non-exclusive licence for a term of one month commencing on and including the date of this licence to provide the voucher code or unique URL to use the Website for their Clients only.
3.2 In relation to scope of use:
(a) for the purposes of clause 3.1, use of the Website shall be restricted to use of the Website for the purpose of processing the Customer's Client’s data om connection with the preparation of last wills and testaments (which shall not include allowing the use of the Website by, or for the benefit of, any person other than an employee or Client of the Customer).
(b) the Customer may not use the Website other than as specified in clause 3.1 and clause 3.2(a) without the prior written consent of the Supplier, and the Customer acknowledges that additional fees may be payable on any change of use approved by the Supplier.
(c) except as expressly stated in this clause 3, the Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Website in whole or in part except to the extent that any reduction of the Website to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Website with the operation of the usual business systems used by the Customer, unless the Supplier is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Customer shall request the Supplier to carry out such action or to provide such information (and shall meet the Supplier's reasonable costs in providing that information) before undertaking any such reduction.
3.3 The Customer may not use any such information provided by the Supplier or obtained by the Customer during any such reduction permitted under clause 3.2(c) to create any software or website whose expression is substantially similar to that of the Website nor use such information in any manner which would be restricted by any copyright subsisting in it.
3.4 The Customer shall not:
(a) sub-license, assign or novate the benefit or burden of this licence in whole or in part;
(b) deal in any other manner with any or all of its rights and obligations under this agreement
3.5 The Supplier may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this licence, provided it gives written notice to the Customer.
3.6 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
3.7 Notwithstanding clause 6, a party assigning any or all of its rights under this agreement may disclose to a proposed assignee any information in its possession that relates to this agreement or its subject matter, the negotiations relating to it and the other party which is reasonably necessary to disclose for the purposes of the proposed assignment, provided that no disclosure pursuant to this clause 3.7 shall be made until notice of the identity of the proposed assignee has been given to the other party.
3.8 The Customer shall:
(a) ensure that the number of persons providing access to Clients to the Website does not exceed FTE Willwriters;
(b) keep a complete and accurate record of the Customer's copying and disclosure of the Website and its users, and produce such record to the Supplier on request from time to time;
(c) notify the Supplier as soon as it becomes aware of any unauthorized use of the Website by any person;
(d) pay, for broadening the scope of the licences granted under this licence to cover the unauthorized use, an amount equal to the fees which the Supplier would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced together with interest at the rate provided for in clause 5.3, from such date to the date of payment.
3.9 The Customer shall permit the Supplier to inspect and have access to any premises (and to the computer equipment located there) at or on which the Website is being used, and have access to any records kept in connection with this licence, for the purposes of ensuring that the Customer is complying with the terms of this licence, provided that the Supplier provides reasonable advance notice to the Customer of such inspections, which shall take place at reasonable times.
4. Maintenance releases
The Supplier will provide the Customer with all Maintenance Releases generally made available to its customers. The Supplier warrants that no Maintenance Release will adversely affect the then existing facilities or functions of the Website. The Customer shall install all Maintenance Releases as soon as reasonably practicable after receipt.
5. Fees
5.1 The Customer shall pay to the Supplier Initial Monthly Licence Fee or such other fee determined under clause 3.8(d) monthly, in advance on or before the first day of the month in question after the Acceptance Date
5.2 All sums payable under this licence are exclusive of VAT or any relevant local sales taxes, for which the Customer shall be responsible.
5.3 If the Customer fails to make any payment due to the Supplier under this agreement by the due date for payment, then, without limiting the Supplier's remedies under clause 11, the Customer shall pay interest on the overdue amount at the rate of 4% per annum above HSBC Bank Plc's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
6. Confidentiality and publicity
6.1 Each party shall, during the term of this licence and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this licence) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this licence, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.
6.2 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
6.3 Not to unreasonably withhold or delay consent to the other party in respect of any public announcement concerning the commencement of this agreement and each party shall be deemed to have approved a statement issued in press, social media or direct mail in the following terms: “[The Supplier] is pleased to announce the launch of Capacity Vault with [The Customer].”
6.4 The Customer shall be deemed to have approved publication on a list of approved organisations on the Supplier’s website.
7. Export and compliance with policies
7.1 Neither party shall export, directly or indirectly, any technical data acquired from the other party under this agreement (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations (Export Control Laws), including United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.
7.2 Each party undertakes:
(a) contractually to oblige any third party to whom it discloses or transfers any such data or products to make an undertaking to it in similar terms to the one set out above; and
(b) if requested, to provide the other party with any reasonable assistance, at the reasonable cost of the other party, to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws.
8. Supplier's warranties
8.1 The Supplier warrants that the Website will conform in all material respects to the Client Terms and Conditions for a period of 90 days from the date of this licence (Warranty Period). If, within the Warranty Period, the Customer notifies the Supplier in writing of any defect or fault in the Website in consequence of which it fails to conform in all material respects to the Client Terms and Conditions, and such defect or fault does not result from the Customer, or anyone acting with the authority of the Customer, having amended the Website or used it outside the terms of this licence for a purpose or in a context other than the purpose or context for which it was designed or in combination with any other software not provided by the Supplier, or it has not been loaded onto Supplier-specified or suitably configured equipment, the Supplier shall, at the Supplier's option, do one of the following:
(a) repair the Website;
(b) terminate this licence immediately by notice in writing to the Customer and refund any of the Fee paid by the Customer as at the date of termination (less a reasonable sum in respect of the Customer's use of the Website to the date of termination),
provided the Customer provides all the information that may be necessary to assist the Supplier in resolving the defect or fault, including a documented example of any defect or fault, or sufficient information to enable the Supplier to re-create the defect or fault.
8.2 The Supplier does not warrant that the use of the Website will be uninterrupted or error-free.
8.3 The Customer accepts responsibility for the selection of the Website to achieve its intended results and acknowledges that the Website has not been developed to meet the individual requirements of the Customer.
8.4 All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
9. Limits of liability
9.1 Except as expressly stated in clause 9.2:
(a) the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss or corruption of data,
provided that this clause 9.1(a) shall not prevent claims for loss of or damage to the Customer's tangible property that fall within the terms of clause 9.1(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this clause 9.1(a);
(b) the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and
(c) the Customer agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licence.
9.2 The exclusions in clause 8.4 and clause 9.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:
(a) death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any other liability which may not be excluded by law.
9.3 All dates supplied by the Supplier for the delivery of the Website shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
9.4 All references to "the Supplier" in this clause 9 shall, for the purposes of this clause and clause 18 only, be treated as including all employees, subcontractors and suppliers of the Supplier and its Affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with clause 18.
10. Intellectual property rights
10.1 The Customer acknowledges that all Intellectual Property Rights in the Website and any Maintenance Releases belong and shall belong to the , and the Customer shall have no rights in or to the Website other than the right to use it in accordance with the terms of this licence.
10.2 The Supplier undertakes at its own expense to defend the Customer or, at its option, settle any claim or action brought against the Customer alleging that the possession or use of the Website (or any part thereof) in accordance with the terms of this licence infringes the UK Intellectual Property Rights of a third party (Claim) and shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against the Customer as a result of or in connection with any such Claim. For the avoidance of doubt, clause 10.2 shall not apply where the Claim in question is attributable to possession or use of the Website (or any part thereof) by the Customer other than in accordance with the terms of this licence, use of the Website in combination with any hardware or software not supplied or specified by the Supplier if the infringement would have been avoided by the use of the Website not so combined, or use of a non-current release of the Website.
10.3 If any third party makes a Claim, or notifies an intention to make a Claim against the Customer, the Supplier's obligations under clause 10.2 are conditional on the Customer:
(a) as soon as reasonably practicable, giving written notice of the Claim to the Supplier, specifying the nature of the Claim in reasonable detail;
(b) not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Supplier (such consent not to be unreasonably conditioned, withheld or delayed);
(c) giving the Supplier and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Customer, so as to enable the Supplier and its professional advisers to examine them and to take copies (at the Supplier's expense) for the purpose of assessing the Claim; and
(d) subject to the Supplier providing security to the Customer to the Customer's reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, taking such action as the Supplier may reasonably request to avoid, dispute, compromise or defend the Claim.
10.4 If any Claim is made, or in the Supplier's reasonable opinion is likely to be made, against the Customer, the Supplier may at its sole option and expense:
(a) procure for the Customer the right to continue to use the Website (or any part thereof) in accordance with the terms of this licence;
(b) modify the Website so that it ceases to be infringing;
(c) terminate this licence immediately by notice in writing to the Customer and refund any of the Fee paid by the Customer as at the date of termination (less a reasonable sum in respect of the Customer's use of the Website to the date of termination),
provided that if the Supplier modifies or replaces the Website, the modified or replacement Website must comply with the warranties contained in clause 8.1 and the Customer shall have the same rights in respect thereof as it would have had under those clauses had the references to the date of this licence been references to the date on which such modification or replacement was made.
10.5 Notwithstanding any other provision in this agreement, clause 10.2 shall not apply to the extent that any claim or action referred to in that clause arises directly or indirectly through the possession or use of any third-party software or through the breach of any third-party additional terms by the Customer.
10.6 This clause 10 constitutes the Customer's exclusive remedy and the Supplier's only liability in respect of Claims and, for the avoidance of doubt, is subject to clause 9.1.
11. Duration and termination
11.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 28 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified to do so;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ;
(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
(g) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(i) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.1(c) to clause 11.1(i) (inclusive);
(k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business
11.2 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.
11.3 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
11.4 On termination for any reason:
(a) all rights granted to the Customer under this licence shall cease;
(b) the Customer shall cease all activities authorised by this licence;
(c) the Customer shall immediately pay to the Supplier any sums due to the Supplier under this licence; and
11.5 Any provision of this agreement which expressly or by implication is intended to come into or continue in force on or after termination of this agreement.
12. Waiver
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13. 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. Entire agreement
14.1 This licence, the schedules and the documents annexed as appendices to this licence or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
14.2 Each party acknowledges that, in entering into this licence and the documents referred to in it, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this licence or not) (Representation) other than as expressly set out in this licence.
14.3 Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in this licence.
14.4 Nothing in this clause shall limit or exclude any liability for fraud.
15. Variation
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16. Severance
16.1 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.
16.2 If any provision or part-provision of this agreement is deemed deleted under clause 16.1 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.
17. Counterparts
This agreement may be executed in any number of counterparts, each of which when signed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
18. Third-party rights
A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
19. No partnership or agency
19.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
19.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
20. Force majeure
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.
21. Notices
21.1 Any notice given to a party under or in connection with this contract shall be in writing and shall be 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).
21.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt or 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.
21.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, "writing" shall not include e-mail.
22. Governing law and jurisdiction
22.1 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 construed in accordance with the law of England and Wales.
22.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
This licence has been agreed and entered into on the date hereof.