Terms And Conditions

                                        

BACKGROUND

(A) Vaxxy has developed a system which it makes available to users via our website to facilitate the administration of vaccines and supply of malaria tablets to patients for the purposes of travel.
(B) Vaxxy wishes to grant to the Pharmacy the right to supply medicines to patients against a prescription issued by means of the said software applications and platforms.
(C) The Pharmacy has agreed to use the said software applications and platforms subject to the terms and conditions of this agreement.

1. Interpretation
 

1.1 The definitions in this clause apply in this agreement. Authorised Users: those pharmacists or individuals engaged by the Pharmacy (whether as employees
or as self employed persons) and who are authorised by the Pharmacy to use the Vaxxy System. Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.6 or clause 11.7.

Effective Date: the date of this agreement.
Initial Subscription Term: the initial term of this agreement being the period of 12 months commencing on the Effective Date.
Patient: a patient receives a vaccination pursuant to a prescription issued via the Vaxxy System and administered by the Pharmacy.
Patient Data: the patient data inputted by Vaxxy or by the Pharmacy or Authorised User on behalf of Vaxxy.
Pharmacy Data: the data inputted by the Pharmacy, Authorised Users, or Vaxxy on the Pharmacy's behalf for the purpose of using the Vaxxy System.
Price List; the price list stating the vaccination charges which Vaxxy will charge Patients as at the Effective Date subject to review in accordance with clause 6 of this agreement.
Registration Form: the online registration form to be completed by the Pharmacy when registering to use the Vaxxy System and provide the Vaxxy Service to Patients;
Renewal Period: the period described in clause 14.1.
Superintendent Pharmacist: a registered pharmacist having overall responsibility for pharmacy services in a pharmacy or group of pharmacies owned by a corporate body.
Term: has the meaning given in clause 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Vaxxy Service: the service provided to Patient by means of our Vaxxy system.
Vaxxy Policies: Vaxxy’s policies and codes as notified to the Pharmacy by Vaxxy from time to time.
Vaxxy System: the Vaxxy prescribing framework platform and process made available by Vaxxy to the Pharmacy under this agreement comprising the Vaxxy Website and the Vaxxy User Materials and all elements ancillary thereto.
Vaxxy User Materials: the information and materials made available to the Pharmacy by the Vaxxy Website (which sets out, amongst other things, the user instructions for the use of the Vaxxy System).
Vaxxy Website: www.vaxy .co.uk or such other web address notified by Vaxxy to the Pharmacy from time to time
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair
or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms,
trojan horses, viruses and other similar things or devices.


2. Licence

2.1 During the Term, Vaxxy shall make available the Vaxxy System to the Pharmacy on and subject to the terms of this agreement.
2.2 Subject to the terms and conditions of this agreement, Vaxxy hereby grants to the Pharmacy a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Authorised Users to use the Vaxxy System during the Term solely for the purpose of being able
to administer vaccines to patients who have booked their appointments for a travel related vaccine through Vaxxy.


3. Supplier's obligations

3.1 Vaxxy will provide the Authorised Users with initial instruction and training on the correct use of the Vaxxy System at such time and at such place as Vaxxy may reasonably decide. Vaxxy will provide further support by email and or telephone to the Authorised Users as Vaxxy may decide in its discretion in relation to the ongoing use of the Vaxxy System. There will no charge for such initial instruction and training and for such further support.
3.2 Vaxxy warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
3.3 Vaxxy will use reasonable skill and care in making available the Vaxxy System to the Pharmacy, but Vaxxy:
(a) does not warrant that
(i) the availability of thereof will be continuous or uninterrupted;
(ii) the Vaxxy System will be error-free or free of minor defects; or
(iii) the Vaxxy System and/or the information obtained by the Pharmacy through the use of the Vaxxy System will meet the Pharmacy's requirements;

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Pharmacy acknowledges that the Vaxxy System may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

3.4 Vaxxy shall have no liability to the extent of any defect, error, non- operability or non- conformance of the Vaxxy System is caused by:
(a) use of the Vaxxy System contrary to the instructions contained in the Vaxxy User Materials or otherwise notified by Vaxxy to the Pharmacy;
(b) modification or alteration of the Vaxxy System by any party other than the Vaxxy or the Vaxxy’s duly authorised contractors or agents.

3.5 This agreement shall not prevent Vaxxy from entering into similar agreements with third parties, or from independently developing, using, selling or licensing, products and/or services which are similar to those provided under this agreement.


4. Pharmacy's and user obligations

4.1 The Pharmacy and Authorised Users shall:
(a) provide the Vaxxy with:
(i) all necessary co-operation in relation to this agreement; and
(ii) all necessary access to such information as may be required by the Vaxxy in
order to provide the Vaxxy System;
(iii) all necessary co-operation and access to any person conducting (at the instruction of Vaxxy) any audit, review, survey, assessment or evaluation of the
Pharmacy’s provision of the Vaxxy Service and use of the Vaxxy System;
(b) (if a corporate entity) procure that the Superintendent Pharmacist make a declaration in the form prescribed by vaxxy from time to time;
(c) ensure that the Authorised Users use the Vaxxy System in accordance with the terms and conditions of this agreement and shall be responsible for any of its Authorised User's breach of this agreement;
(d) ensure that all Authorised Users undertake such training on the use of the Vaxxy System as Vaxxy may reasonably require;
(e) satisfy itself that its Authorised Users are competent to use the Vaxxy System and have understood any instruction or training given to them by Vaxxy in relation to the use of the Vaxxy System:
(f) comply in all respects with its clinical, regulatory and legal responsibilities and duties to a Patient in supplying medicine or administering a vaccination to a Patient;
(g) use reasonable endeavours to verify the part of Patient’s pre-appointment medical declaration as completed and confirmed by the Patient is accurate and that there are no material omissions or errors;
(h) not administer any vaccination or issue any medications unless a prescription has been issued via the Vaxxy System in respect thereof;
(i) in the case of uncertainty as to the use of the Vaxxy System or the administration of a vaccination using the Vaxxy System, always seek clarification from Vaxxy before administering a vaccination;
(j) when administering a vaccination (pursuant to a prescription) make appropriate accurate contemporaneous entries directly into the Vaxxy App;
(k) administer a vaccination (pursuant to a prescription) only on the Pharmacy premises or a registered health premises of linked organisations (except in the case of appropriately trained and authorise clinicians who are autonomously competent to risk assess areas
outside such premises);
(l) be solely responsible for sourcing and maintaining any vaccination(s) and antimalarial stock;
(m) comply with all applicable laws and regulations with respect to its activities under this agreement;
(n) at all times maintain its registration with the General Pharmaceutical Council and immediately notify Vaxxy of any material changes in such registration;
(o) only permit persons who are qualified and registered pharmacist to become Authorised Users;
(p) ensure all details provided by it on the Registration Form are accurate and not misleading and shall promptly notify Vaxxy of any changes in any such details from time to time;
(q) not make any statement (orally or in writing) or permit any of its Authorised Users to make any statement which may in the reasonable opinion of Vaxxy disparage or be harmful to the reputation or goodwill of Vaxxy;
(r) not do any act or otherwise conduct itself or permit any of its Authorised Users to conduct them self in such a manner as may in the reasonable opinion of Vaxxy be harmful to the reputation or goodwill of Vaxxy or prejudice or detrimentally affect Vaxxy’s proprietary rights in the Vaxxy System;
(s) maintain at all times suitable professional indemnity insurance policy to cover any claims which may arise in relation to the use of the Vaxxy System or supply of medicine or the administration of any vaccine to a Patient;
(t) comply with all Vaxxy Policies;
(u) promptly report to Vaxxy any defaults or faults that the Pharmacy or its Authorised Users encounter with the Vaxxy System
(v) ensure that its IT network and systems comply with the relevant specifications provided by the Vaxxy from time to time;
(w) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Vaxxy System;
(x) carry out all other Pharmacy responsibilities set out in this agreement in a timely and efficient manner; and
(y) (in the case of a Patient attending at the Pharmacy without having booked a Consultation via the Vaxxy System) ensure that prior to the Patient consenting to the Vaccination, the Vaxxy Terms and Conditions and the Pharmacy’s Terms and Conditions are provided to the Patient and the Patient’s agreement thereto is obtained in such manner as Vaxxy may specify from time to time.

4.2 In relation to the Authorised Users, the Pharmacy undertakes that:
(a) each Authorised User shall keep a secure password for his use of the Vaxxy System and each Authorised User shall keep his password confidential;
(b) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Vaxxy within 5 Business Days of the written request by Vaxxy at any time;
4.3 The Pharmacy shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Vaxxy System that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property; and Vaxxy reserves the right, without liability or prejudice to its other rights against the Pharmacy, to disable the Pharmacy's or Authorised Users access to any material that breaches the provisions
of this clause.

4.4 The Pharmacy shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the
Vaxxy System in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software
contained in Vaxxy System or any part thereof; or
(b) access all or any part of the Vaxxy System in order to build a product or service which competes with the Vaxxy System; or
(c) use the Vaxxy System to provide services to third parties; or
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Vaxxy System available to any third party except the Authorised Users, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Vaxxy System, other than as expressly provided for in this agreement.

4.5 The Pharmacy shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Vaxxy System and, in the event of any such unauthorised access or use, promptly notify Vaxxy.
4.6 The rights provided under this agreement are granted to the Pharmacy only, and shall not be considered granted to any third party (including any subsidiary or holding company of the Pharmacy).


5. Clinical responsibility


5.1 Subject at all times to clause 12, where following the administration of a vaccination or supply of medications to a Patient using the Vaxxy System any Patient harm occurs:
(a) due to the incorrect administration of a vaccination or inaccurate submission of information by an Authorised User following consultation with a Patient, liability lies with the Pharmacy and the Authorised User administering the vaccination or conducting the
consultation;
(b) due to the use of expired, unusable or incorrect stock in the administration of a vaccination or supply of medication, liability lies with the Pharmacy and the Authorised User administering the vaccination, issuing the medication or conducting the consultation;
(c) due to incorrect prescribing, liability lies with the prescribing clinician issuing a prescription via the Vaxxy System in relation to the Patient concerned;
(d) due to a defect in the Vaxxy System, liability lies with Vaxxy.
 

6. Pricing, charges and payment

6.1 Subject to clause 6.2 the price that Vaxxy shall charge to a Patient for a vaccination shall be in accordance with the Price List and Final Price confirmed at the appointment.
6.2 Vaxxy may from time to time review and vary the price for vaccinations and medications and add to or remove from the Price List types of vaccinations or medications.
6.3 For each vaccination administered or medication supplied to a Patient pursuant to the Vaxxy System, and for which Vaxxy has received payment from the Patient, Vaxxy shall pay the Pharmacy 85% of the total amount due for the appointment as stated in the the current Price List.
6.4 For each vaccination administered or medication supplied to a Patient pursuant to the Vaxxy System, and for which the Pharmacy has received payment from the Patient, Vaxxy shall receive 15% of the total amount due for the appointment as stated in the the current Price List.
6.5 Vaxxy shall make payments due to the Pharmacy or invoice payments due to Vaxxy under clause
6.3 On an agreed basis. When due, Vaxxy will use its system to calculate the payment due or owed and this will generate the relevant invoice which should be processed on the due date.
6.6 If any amount on an invoice is disputed, the parties shall co-operate to resolve any disputes without undue delay and pay any amounts then due within 7 days of the disputed amount being resolved and agreed between the parties.
6.7 All payments by Vaxxy to the Pharmacy shall be made by electronic bank transfer to such bank account (in the UK) of the Pharmacy as may be notified in writing to Vaxxy by the Pharmacy from time to time. All payment made to Vaxxy by the Pharmacy shall be made by electronic bank transfer to such bank account (in the UK) of Vaxxy as may be notified in writing to the Pharmacy by Vaxxy from time to time.
6.8 All amounts and fees stated or referred to in the Price List or this agreement:
(a) shall be payable in pounds sterling;
(b) are inclusive to any applicable value added tax.


7. Proprietary rights

7.1 The Pharmacy acknowledges and agrees that the Vaxxy and/or its licensors own all intellectual property rights in the Vaxxy System. Except as expressly stated herein, this agreement does not grant the Pharmacy any rights to, under or in, any patents, copyright, database right, trade
secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Vaxxy System.
7.2 Vaxxy confirms that it has all the rights in relation to the Vaxxy System Materials that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.


8. Advertising Material

8.1 Vaxxy grants the Pharmacy a non-exclusive royalty free license for the Term only to use it’s logo and/or name and/or website address for the purpose of marketing and advertising of the Service.
8.2 The Pharmacy can acquire marketing material directly via Vaxxy and may manipulate the content to produce a more bespoke design.
8.3 Vaxxy shall on request provide the Pharmacy such images or artwork so as to enable the Pharmacy to accurately reproduce the logo on advertising materials.
8.4 Vaxxy shall retain all intellectual property in any marketing materials provided by it to the Pharmacy (including any modifications thereof) and Vaxxy grants for the duration of the Term only a limited licence to the Pharmacy to use such advertising material only to the extent necessary in order for the Pharmacy to provide services in accordance with this agreement.
8.5 The Pharmacy undertakes it will use Vaxxy’s intellectual property and advertising materials only in such form and manner specifically approved in advance by Vaxxy.
8.6 Where the Pharmacy produces their own marketing or advertising material using the Vaxxy logo they will ensure all material produced is in line with the brand image of Vaxxy and subject to the prior approval of Vaxxy.

9. Pharmacy data

9.1 The Pharmacy shall own all right, title and interest in and to all of the Pharmacy Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Pharmacy Data.
9.2 The Pharmacy profile on the Vaxxy System will be accessible to the public for the purposes of conducting this service. The pharmacy will be responsible for completing the information available via the profile for public use and will need to ensure that it is kept up to date and is accurate.


10. Patient Data

10.1 Vaxxy shall own all right, title and interest in and to all of the Patient Data and shall have responsibility with the Pharmacy and Authorised Users for the legality, reliability, integrity, accuracy and quality of the Patient Data kept on the Vaxxy System. Any access resulting in a breach due to unauthorised access on the Pharmacy or Authorised Users end is the Pharmacy or Authorised Users responsibility.


11. Confidentiality

11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, which independent development can be shown by written evidence.

11.2 Subject to clause 11.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
11.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
11.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do
so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.5 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
11.6 The Pharmacy acknowledges that details of the Vaxxy System, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.
11.7 Vaxxy acknowledges that the Pharmacy Data is the Confidential Information of the Pharmacy.
11.8 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.
11.9 The above provisions of this clause 11. shall survive termination of this agreement, however arising.


12. Limitation of liability

12.1 Except as expressly and specifically provided in this agreement:
(a) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
(b) the Vaxxy System is made available to the Pharmacy on an "as is" basis.

12.2 Nothing in this agreement excludes the liability of Vaxxy:
(a) for death or personal injury caused by Vaxxy’s negligence; or
(b) for fraud or fraudulent misrepresentation.

12.3 Nothing in this agreement excludes the liability of the pharmacy :
(a) for death or personal injury caused by the pharmacy’s negligence; or
(b) for fraud or fraudulent misrepresentation.

12.4 Subject to clause 12.1 and clause 12.2:
(a) Vaxxy shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
(b) (to the extent not excluded by clauses 12.3(a)) Vaxxy’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total amounts earned by Vaxxy in connection with this agreement during the 12 months immediately preceding the date on which the claim arose.

13. Term and termination

13.1 Subject to clause 13.2 this agreement shall commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless the Pharmacy gives written notice to terminate at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period.
13.2 Vaxxy may give notice to terminate this agreement at any time on not less than 24 hours notice to the Pharmacy.
13.3 On termination of this agreement for any reason:
(a) all licences granted under this agreement shall immediately terminate and the Pharmacy shall immediately cease all use of the Vaxxy System;
(b) each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party;
(c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

14. Force majeure

Vaxxy shall have no liability to the Pharmacy under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Vaxxy or any other party), failure of a utility service or telecommunications network or the internet, act of God,
war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Pharmacy is notified of such an event and its expected duration.

15. Conflict

If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.

16. Variation
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).


17. 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.


18. Rights and remedies

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

19. Severance

19.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
19.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.


20. Entire agreement

20.1 This agreement and the Registration Form on the Vaxxy System, constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
20.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
20.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
20.4 Nothing in this clause shall limit or exclude any liability for fraud.


21. Assignment

21.1 The Pharmacy shall not, without the prior written consent of Vaxxy, assign, transfer, charge, sub- contract or deal in any other manner with all or any of its rights or obligations under this agreement.
21.2 Vaxxy may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.


22. No partnership or agency

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).


23. Third party rights

This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.


24. Notices

24.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by email or fax to the other party's email address or fax number as set out in this agreement.
24.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

25. Interpretation

25.1 The following rules of interpretation apply in this agreement:
(a) Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
(b) A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
(c) A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
(d) Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
(e) Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
(f) A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
(g) A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
(h) A reference to writing or written includes faxes but not e-mail.
(i) References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.


26. Governing law

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.


27. Jurisdiction

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

This has been entered into on the date stated at the beginning of it.