Webpage Software Limited (hereafter referred to as “WPS”) is a provider of integrated software solutions to agents and web designers. These terms and conditions set out the terms under which WPS will provide services to the client.
“an Acceptance” means a document signed by the client accepting the Software and Development Work in accordance with clause 7.
“the Acceptance Date” means the date on which the client gives an Acceptance to WPS.
“Agreed Services Order” means the document representing the list of Services requested by the client and agreed to by WPS.
“the Agreement” means this Agreement including
(a) the Terms and Conditions;
(b) the Agreed Services Order;
(c) the Specification;
(c) any Schedule(s) below;
(c) any document incorporated herein by reference;
(d) any agreed amendments signed by both parties.
“Associated Company” in respect of either party means a subsidiary or holding company in relation to that party or any subsidiary of such holding company and the terms ‘subsidiary’ and ‘holding company’ shall have the meanings ascribed by sections 736 and 736A of the Companies Act 1985 (as amended).
“Business Day” means any day other than a Saturday or Sunday on which the clearing banks are open for business in the City of London.
“Client Materials” means any document in any format, including any data, text, images, graphics, videos, sounds, and any other material provided by the client to WPS under or in connection with the provision of the Services.
“Commencement Date” in relation to Hosting means the date specified in the Agreed Services Order.
“Development Fees” means the Fees payable by the client to WPS for the Development Work.
“Development Work” means the development work carried out by WPS and necessary to produce the Software or Site as set out in the Specification.
“the End User” means any customer of the client for whom the Site is being prepared by the client.
“Fees” means all the amounts payable for the Services, as amended from time to time, being the Development Fees and Hosting Fees together with any other amounts as agreed between the parties.
“Force Majeure” means any cause affecting the performance of the Agreement (other than a payment obligation) arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of the parties including but not limited to strikes or other labour difficulties; insurrection; any law, order, regulation, direction of any governmental organisation or agency; riots; national emergency; war; fire, floods or other natural catastrophes; acts of Government, highway authorities, telecommunication network operators or any regulatory authorities or interruption of, or inability in obtaining suppliers or services from third parties.
“Host” “Hosting” and “Hosted” relates to the Site being virtually hosted by WPS.
“Hosting Fees” means the Fees payable by the client to WPS in connection with the provision of Hosting by WPS.
“parties” means WPS and the client and “party” shall be used accordingly.
“Restricted Information” means all documents, materials and other information, whether technical or commercial passed between WPS and the client as a result of entering into or performing its obligations under the Agreement which would otherwise not be available.
“Support” and “SLA” relates to the Site being maintained by WPS.
“Suport Fees” means the Fees payable by the client to WPS in connection with the provision of support by WPS.
“the Services” means all of the services provided by WPS to the client as specified in the Agreed Services Order.
“the Site” means the internet web site to which Development Work is to be undertaken and to which the Software relates, as identified by its URL.
“the Software” means the software to be developed by WPS as set out in the Specification.
“the Specification” means the document setting out in detail the Development Work and identifying the Software.
“Term” shall mean the term set out on the Agreed Services Order.
1.1 In these Terms and Conditions, unless the context otherwise requires or is otherwise specified:
1.1.1 reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted;
1.1.2 words importing the singular include the plural, words importing any gender include every gender and words importing persons include bodies corporate and unincorporate; and (in each case) vice versa;
1.1.3 any reference to a party includes a reference to its successors in title and permitted assigns;
1.1.4 the headings to the clauses are for ease of reference only and shall not affect the interpretation or construction of the Agreement.
2.1 The client wishes to procure the development or further development or re-development of certain Software for the Site with the purpose of launching it to the End User.
2.2 The client may additionally require the Site to be Hosted.
2.3 The client hereby appoints WPS and WPS accepts such appointment to carry out the Development Work and produce the Software for use on the Site in accordance with the Specification and to Host the Site.
3.1 A third party who is not a party to this Agreement has no right to enforce any term of it, and the parties do not intend that any of the terms, conditions or warranties of the Agreement will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by such third party, including the End User.
3.2 The client acts in his or its own right in entering into the Agreement and is not in entering into the Agreement as any agent of the End User. In dealing with the client WPS does not accept any liability to the End User.
3.3 In consequence of the above, where necessary as set out below, it is an obligation of the client under the Agreement to ensure that the End User enters a similar contract with the client on substantially the same terms as the Agreement.
3.4 The client shall be entitled to assign any of his or its rights and obligations under the Agreement on giving prior written notice to WPS, subject to the consent of WPS (not to be unreasonably withheld).
3.5 WPS may at any time assign all or part of its rights and obligations under the Agreement on giving prior written notice to the client, subject to the consent of the client (not to be unreasonably withheld).
3.6 WPS and the client acknowledge and agree that the Agreement shall not establish or constitute any relationship of partnership, joint venture, employment, franchise or agency between the parties. Neither party will have the power to bind the other without the other’s prior written consent.
3.7 The client agrees that WPS may refer to the client (with any relevant description of the client’s business) in any of WPS’s marketing materials or on the WPS web site. The client hereby grants WPS a limited licence to use any trade names and trademarks solely in connection with such marketing.
4. SERVICE PROVISION
4.1 WPS reserves the right to refuse any order for subscription, services or goods.
4.2 WPS shall in consideration of payment of the Fees provide the Services using reasonable care and skill and in accordance with the provisions detailed in the Agreement.
4.3 The Hosting Services may be varied, modified or extended from time to time by WPS upon giving 30 days notice to the client provided that such alteration does not significantly affect the nature or quality of the Hosting Services or increase the amount payable by the client.
4.4 WPS shall be entitled at any time to make any emergency changes to the Services which are necessary to comply with any applicable safety, security or other statutory requirements. WPS shall inform the client as soon as reasonably practicable thereafter of any such changes that have been made.
4.5 Any additional services agreed by the parties shall be subject to additional fees and the Agreed Services Order shall be amended or substituted accordingly. Subject to any special terms agreed in writing by the parties, the client shall be liable for any expenses or additional sums which are incurred by WPS as a result of the client’s instructions, lack of instructions, inaccuracy of any information, delays, or any other cause attributable to the client including changes in specification or requirements.
4.6 Termination of hosting services must be confirmed 30 days prior to cessation of the hosting date.
5. PREPARATION AND APPROVAL OF SPECIFICATION
5.1 The client shall supply, and ensure accuracy and completeness of the Client Materials together with all necessary information or assistance as WPS may reasonably request in connection with provision of information to enable WPS to agree the Specification.
5.2 WPS shall not be responsible for any delay occasioned by reason of the client not providing any information, data or any Client Materials.
5.3 WPS shall draw up the Specification for the Software in accordance with the client’s requirements and shall deliver the Specification to the client for approval.
5.4 The client shall communicate any amendments to the Specification no later than 14 days after its delivery (or re-delivery) by WPS to the client. If no amendment is received by WPS, the client is deemed to have approved and accepted the Specification and the client shall be liable for all time spent and work carried out by WPS after the expiry of the said period.
5.5 If the client requires amendments to the Specification and communicates such amendments within the specified time limit then WPS shall amend the Specification and redeliver for approval and acceptance. WPS shall be entitled to change any provisional price estimate in consequence of any amendments made.
5.6 Upon approval (deemed or actual) of the Specification, WPS shall commence the Development Work so long as the client shall have supplied (in addition to any information necessary for the preparation of the Specification), any and all Client Materials together with all necessary information or assistance as WPS may reasonably request in connection with fully completing the Development work and Software in accordance with the Specification.
6.1 The client may at any time request variations to the Specification in writing.
6.2 No later than 5 working days from receipt of such request, WPS will indicate upon what terms the variations may be carried out, whether such change is technically feasible, and whether such changes may impact on other elements of the Specification or Software bearing in mind the Development Work done up to that date.
6.3 In relation to any change needing additional work, WPS will supply an additional Specification for the price of such changes, and such changes, if accepted, shall be incorporated by reference into the Agreed Services Order, and the Agreement accordingly amended.
7. TESTING, ACCEPTANCE AND DELIVERY OF THE SOFTWARE
7.1 Upon completion of the Development Work WPS shall test the Software in accordance with the Specification.
7.2 WPS will then supply the Software to the client for the client to carry out acceptance testing of the Software in accordance with the Specification.
7.3 The client shall either accept the Software by signing an Acceptance or bring to the attention of WPS in writing material failures of the Software.
7.4 Where the period of 14 days has elapsed between the date on which the Software was supplied to the client by WPS in accordance with 7.2 above, and the client has neither signed an Acceptance nor brought to WPS’s attention any material failure in accordance with 7.3, the client shall be deemed to have accepted the Software and Development Work.
7.5 Where a material failure is brought to the attention of WPS, WPS shall investigate the same and where necessary make changes. If after investigation by WPS there were no failures and the perceived problem is as a result of an error by the client, WPS reserves the right to further charge for its time in making such investigations and reporting to the client.
7.6 If the client fails to take delivery of any part of the Software in accordance with the terms of the Agreement or if either party terminates the Agreement for whatever reason, the client shall be liable to pay WPS all sums due for time spent and materials used to date, in addition to any other costs and expenses incurred by WPS as a result of the client’s default, termination or rescheduling.
7.7 Risk of loss or damage of any kind to the Site or Software shall pass to the client upon final acceptance (actual or deemed) by the client.
7.8 If WPS fails to complete Development Work or deliver the Software by an agreed date, unless such failure demonstrably results from the client’s default under the Agreement or from an agreed extension of time, the client shall notify WPS immediately, and if such failures are not remedied within ten working days, WPS in recognising the loss to the client and any End User will pay to the client a sum representing 1% of the value of the Development Fees for every 28 days which elapse to final completion, and any period less than 28 days shall be treated pro-rata. Such sums may be set off against any debt (present or future) owing from the client, and payment is not a penalty but for an ascertained liquidated damages claim payable by reason of such failure to meet the agreed date.
8. SOFTWARE LICENCE
8.1 The Software which is delivered and accepted by the client shall be subject to the licence contained in this clause.
8.2 WPS grants to the client a non-exclusive licence to use the Software.
8.3 The client agrees not to provide or otherwise make available the Software in whole or in part (including program listings, object and source program listings, object code and source code) in any form to any other person other than the client’s employees and the End User.
8.4 The client may make only so many copies of the Software as are reasonably necessary for operational purposes and to test the Software or pass the same to the End User. Such copies and the media on which they are stored will remain the property of WPS.
8.5 The client is prohibited from doing or attempting to do any of the following in relation to the Software:
8.5.1 altering, reproducing, modifying, adapting, translating the whole or any constituent part of the Software;
8.5.2 allowing the whole or any constituent part of the Software to become combined with or incorporated into any other computer program;
8.5.3 disassembling, decompiling or reverse engineering the Software or any constituent part of it.
8.6 The client shall ensure that the End User enters into a software licence with the client in the similar terms as set out in this clause.
9. SOFTWARE SUPPORT AND ENHANCEMENT
9.1 In the event that the client requires WPS to support and/or enhance the Software following delivery and acceptance by the client, the same shall be performed by WPS upon its acceptance in writing of the same, such work to be carried out at WPS’s current rates.
10.1 WPS warrants to the client that the Software on delivery to the client will conform substantially with the Specification.
10.2 WPS warrants that it is either the sole and exclusive owner or an authorised licensee or user of all intellectual property rights and interests in the Software and that no third party has or is entitled to claim any intellectual property right or interest in any Software which is inconsistent with any undertakings of WPS made in the Agreement.
10.3 WPS undertakes to correct by patch or new release (at its option) any part of the Software which does not so comply, where the same is notified to WPS by the client within 30 days from the Acceptance date PROVIDED THAT such non-compliance has not been caused by any modification, variation or addition to the Software not performed by WPS, or caused by incorrect use, abuse or corruption of the Software or by use of the Software on equipment other than that on which it is supposed to be used.
10.4 Although WPS does not warrant that the Software supplied shall be free from all known viruses or bugs, WPS has used commercially reasonable efforts to check for the most commonly known viruses and bugs prior to delivery of the Software. The client is solely responsible for virus scanning the Software and bug checking.
10.5 In relation to Hosting:
10.5.1 WPS does not warrant, guarantee or undertake that those services will be uninterrupted, error-free or completely secure.
10.5.2 WPS does not and cannot control the flow of data to or from the WPS Network and other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or inactions caused by these third parties can produce situations in which connections to the Internet (or portions thereof) may be impaired or disrupted. It cannot be guaranteed that such situations will not occur and, accordingly WPS disclaims any and all liability resulting from or related to such events. WPS does not warrant, guarantee or undertake on behalf of any third party supplier that any Internet access will be uninterrupted or error-free or of any particular level of availability or quality and shall not under any circumstances be liable for any interruptions or downtime of any server.
11. LIMITATION OF LIABILITY
11.1 In no event shall WPS be liable to the client whether arising under the Agreement, in tort (including negligence or breach of statutory duty), in misrepresentation, by statute or however arising, and whether as a result of any loss of technology, loss of data, or interruption or loss of use of the Software, Site or Services or otherwise for any Consequential Loss. “Consequential Loss” shall for these purposes means:
(i) pure economic loss;
(ii) losses incurred by the End User or any customer of the client or other third party;
(iii) loss of profits or income or revenue (whether categorised as direct or indirect);
(iv) losses arising from business interruption;
(v) loss of business revenue, goodwill, anticipated savings;
(vi) losses whether or not occurring in the normal course of business, wasted management or staff time;
(vii) loss or corruption of data.
11.2 WPS is not in a position to assess and such Consequential Loss which the client or End User may suffer and it would be impractical and uneconomic for WPS to insure against such liability. Accordingly, the client uses the Services at its risk and it is their responsibility to properly assess any Consequential Loss that it or any of its customers may suffer and to obtain and maintain adequate insurance cover in respect of such loss or damage.
11.3 Subject to clause 11.1, WPS’s total liability in connection with the Development Work and the Software (whether in contract, tort or otherwise) under or in connection with the Agreement or based on any claim for indemnity or contribution shall not exceed the total of 20% of the Development Fees, or £25,000, whichever is the lower (excluding any VAT, duty, sales or similar taxes).
11.4 Subject to clause 11.1, WPS’s total liability in connection with the Hosting (whether in contract, tort or otherwise) under or in connection with the Agreement or based on any claim for indemnity or contribution shall not exceed the total of the Hosting Fees (excluding any VAT, duty, sales or similar taxes) paid or payable by the client to WPS during the preceding twelve (12) month period or, if the duration of the Agreement has been less than 12 months, such shorter period, as applicable.
11.5 WPS is not responsible for the periodic back up of any data held in accordance with the provision of Hosting, unless otherwise agreed in writing as part of a separate defined obligation.
11.6 WPS shall have no liability to the client in respect of any claim under clause 11 herein unless the client has served notice of the same on WPS as soon as is reasonably practicable and in any event no later than one (1) month from the date on which such loss or damage arose.
11.7 The client acknowledges and agrees that the allocation of risk in this clause 7 is fair and reasonable having regard to the level of Fees payable by the client under the Agreement and is recognition of the fact that it is not within WPS’s control how and for what purpose the Services are utilised by the client and the client is able to rely upon its own business insurance to bear or recover any losses under clause 11.1. In entering into the Agreement, the client acknowledges and confirms that it has had reasonable opportunity to take advice from its own legal advisers with regard to the existence and extent of the limitations of liability between the parties and the client has had the opportunity to discuss these terms with WPS and amend them where possible.
11.8 It is acknowledged by the client that the Fees agreed by WPS and its entry into the Agreement is in reliance upon the limitations of liability and disclaimers of warranties and damages set out in the Agreement and that the same form an essential basis of the bargain between WPS and the client.
11.9 Save as expressly set out in the Agreement all representations, warranties, terms and conditions, whether oral or written, express or implied by law, custom, statute or otherwise, and including but not limited to satisfactory quality or fitness for any purpose, are excluded, save for the statutorily implied terms as to title.
12.1 The client will at all times keep WPS fully and effectively indemnified against any liability, claim, loss, damage or expense which WPS, its employees, agents, subcontractors or other clients may suffer due to the negligence or breach of contract of the client, its employees, agents or subcontractors.
12.2 The client will at all times indemnify and hold WPS harmless from any claim brought alleging that the use of the Services by the client or End User has infringed or threatens to infringe any intellectual property right of any kind or any applicable laws or regulations. The client shall defend and pay all costs, damages, awards, fees (including reasonable legal fees) and judgements so arising.
13. COPYRIGHT, PATENTS, TRADE MARKS AND OTHER INTELLECTUAL PROPERTY RIGHTS
13.1 The client acknowledges that any and all of the copyright, trade marks, trade names, patents and other intellectual property rights created, developed, subsisting or used in or in connection with the Software shall remain the sole property of WPS and the client shall, upon Acceptance of the Software, sign and return the Software Licence attached hereto as the Schedule 2, prior to delivery of the same.
13.2 The client shall be entitled to pass the Software on to the End User as identified in the Agreed Services Order, and may not use the Software in connection with any other purpose, including any other customers of the client.
14. FEES AND PAYMENT
14.1 The Development Fees shall be calculated on a time and materials basis and based on WPS’s current rates as may vary from time to time.
14.2 The client agrees to pay all Fees due to WPS in accordance with the terms set out in the Agreement.
14.3 WPS will invoice the client as it deems appropriate and invoices shall be payable within 14 days.
14.4 All sums due from the client which remain unpaid after the due date for payment shall accrue interest at the annual rate of 4% over the Euro Interbank Offered Rate (EURIBOR) (calculated daily) until the outstanding amount is paid in full.
14.5 Payments shall be made in cleared funds and shall not be subject to any set-off or deduction.
14.6 All sums payable under or pursuant to the Agreement are exclusive of VAT, duty, sales or similar taxes. Accordingly, the payer of any such sum shall, subject only to the presentation of a valid invoice, pay such VAT, duty, sales or similar taxes, in accordance with the law or guidelines for liability to pay such sum set forth by the relevant body or bodies.
14.7 WPS reserves the right, where applicable, to increase its prices annually in connection with the Services by the lower of the increase in the annual UK Retail Prices Index from the Commencement Date and the then WPS standard published price list and any such increases shall be cumulative.
14.8 If any payment falls due on a day which is not a Business Day it shall be made on the next day which is a Business Day but its amount shall not be adjusted as a consequence.
14.9 If the client fails to pay in full the fees due to WPS then the code may not be used for commercial use by either the client or the end user. WPS reserves 3rd party retention over the code and intellectual property and where needed will make contact with the end user to confirm they are not entitled to use the software until it has been paid for in full.
15. OTHER CLIENT OBLIGATIONS
15.1 To ensure as far as may be necessary that the End User is contractually bound to the client by terms and conditions in the same terms as the client’s obligations herein to WPS.
15.2 To abide by, and ensure the End User abides by, the WPS Acceptable Use Policy (AUP) and Anti Spam Policy (ASP) as outlined on the WPS website. WPS will notify the client of any significant changes to its AUP and ASP and afford the client a reasonable time within which to comply with any modified or additional provision.
15.3 To comply with, and ensure the End User complies with all applicable laws and regulations (including the Computer Misuse Act 1990, any applicable Government or regulatory authority laws relating to any internet or other service provided by WPS, and the Data Protection Act 1988) as may be in effect from time to time.
15.4 Not to use any Site which is hosted, and to ensure that the End User does not use such site:
15.4.1 To send or receive materials or data which is in violation of any law or regulation or which is defamatory, offensive, abusive, indecent, obscene or in breach of confidence, privacy, trade secrets or in breach of any third party intellectual property rights or in breach of any other rights;
15.4.2 In a manner which constitutes a violation or infringement of the rights of any person or a violation or infringement of any statutory duty or obligation in contract or tort or otherwise to any third person;
15.4.3 Other than in accordance with WPS’s Acceptable Use Policy and Anti Spam Policy.
15.4.4 1.1 The client shall not, offer employment to, enter into a contract for the services of, or attempt to solicit or seek to entice away from the Company any individual who is an employee, freelance contractor, director or officer of the Company.
16.1 Each party shall hold in confidence any Restricted Information during the term of the Agreement and thereafter, and shall not disclose any Restricted Information to any third party without the express permission of the other party.
16.2 Nothing in this clause 16 shall be deemed to construe or prevent either party from disclosing:
16.2.1 any Restricted Information to any parent company, consultant, subcontractor or other person engaged in connection with the provision of the Services provided that the disclosing party shall take all reasonable steps to ensure that such information is held in confidence by such persons;
16.2.2 any Restricted Information which is or becomes public knowledge other than by a breach of this Clause 16;
16.2.3 any Restricted Information which must be disclosed in discharge of any obligation to supply the information for governmental or judicial purposes.
16.3 The client acknowledges that any Restricted Information obtained from or relating to WPS by the client in the course of negotiating or in the performance of the Agreement is and shall remain the property of WPS.
17. FORCE MAJUERE
17.1 If either party is affected by Force Majuere they will immediately notify the other in writing of the nature and extent and the effect and likely duration of the circumstances constituting Force Majeure. The party affected by Force Majeure shall use all reasonable endeavours to minimise the effect of Force Majeure on its performance of its obligations under the Agreement and shall, subject to clause 18.3 forthwith after the cessation of the Force Majeure, notify the other party thereof and resume full performance of its obligations under the Agreement.
17.2 Neither party shall be deemed to be in breach of the Agreement or otherwise be liable to the other party for anything that arises due to the occurrence of any Force Majeure event for which the other party has been notified.
17.3 If any Force Majeure delays or prevents the performance of the obligations of either party for a continuous period in excess of two weeks, the party not so affected shall then be entitled to give notice to the affected party to terminate the Agreement, specifying the date (which shall not be less than 30 days after the date on which the notice is given) on which termination will take effect. Such a termination notice shall be irrevocable, except with the consent of both parties, and upon termination the provisions of clause 19 shall apply.
18. DURATION AND TERMINATION
18.1 In relation to the Development Work and delivery of the Software, the Agreement shall continue until the final acceptance of the Software.
18.2 Where Hosting and Support (SLA) is provided, such shall be in accordance with the Commencement Date and shall continue in full force for the Term. The Agreement shall be renewed for a further Term after the initial Term unless terminated by the client thirty (30) days before the end of the initial Term.
18.3 Either party shall be entitled to terminate the Agreement immediately in the event that:
18.3.1 the other commits a material breach of the Agreement (including non payment of any Fees by the client) and, if remedy is possible, fails to remedy the breach within 30 days of notification;
18.3.2 an encumbrancer takes possession of the other’s assets, a receiver is appointed to them or they become subject to an administration order; or
18.3.3 the other party or any of its employees or agents engages in any conduct prejudicial to the other.
18.4 WPS may elect to suspend the provision of Services if:
18.4.1 the client is in material breach of the Agreement, or allows a material breach to occur and after written notice of the breach, fails to remedy the breach within 7 days;
18.4.2 WPS is obliged to comply with an order, instruction or request of any Government, Court or other competent authority.
18.4.3 in WPS’s reasonable opinion at any time you are abusive to any member of staff.
18.5 In the event that there is a breach of the Agreement by the client affecting any third party on an emergency basis, WPS may:
18.5.1 use best endeavours to give the client notice of its intention to suspend the Services together with details of the breach;
18.5.2 allow the client a reasonable opportunity to remedy the breach.
18.6 Suspended Services may attract a reconnection fee.
18.7 Upon termination, the provision of the Services shall immediately cease and the client shall:
18.7.1 pay all outstanding Fees due under the Agreement;
18.7.2 return to WPS any materials and Restricted Information belonging to WPS.
18.8 The parties’ respective representations, warranties, and covenants, together with obligations of indemnification, confidentiality and limitations on liability will survive the expiration, termination or rescission of the Agreement and continue in full force and effect.
19.1 WPS shall have the right from time to time to change the client’s User name, internal Address and/or Password allocated by WPS for the purpose of essential network maintenance, enhancement, modernisation or other work deemed necessary for the operation of the Services. Any such changes will be notified to the client.
19.2 The client acknowledges that the Agreement is the complete statement of the terms between the parties relating to the subject matter of the Agreement and supercedes any and all proposals and prior agreements, representations (other than those made fraudulently) or other communications between the parties, whether written or oral. the client agrees to deal with WPS according to the terms of the Agreement to the exclusion of any purchase order or other instruction form or correspondence provided by the client.
19.3 Any typographical, clerical or other error in any sales literature, marketing materials, quotation, price list or other document issued by WPS or contained on any page of the WPS web site shall be subject to correction without any liability on the part of WPS. For the avoidance of doubt, the WPS brochure and other sales literature, marketing materials or quotation (either appearing on the WPS web site or in printed form) are not incorporated into and do not form part of the Agreement.
19.4 In the event that any part of the Agreement is determined to be invalid the remaining shall continue to be valid and enforceable.
19.5 The failure or delay of WPS to enforce any part of the Agreement shall not affect or waive WPS’s rights to enforce it at a later date.
19.6 We may alter these terms at any time without notification to you provided the current terms are always available on our website.
20.1 Any notice or other communication to be given under the Agreement must be in writing and may be delivered or sent pre-paid first class post or fax transmission to the party to be served at the address appearing in the Agreed Services Order. Any notice or document shall be deemed served if delivered, at the time of delivery, if posted, 48 hours after posting; and if sent by fax, transmission at the date of transmission.
20.2 Any notice served on a day which is not a Business Day shall be deemed to be served on the next day which is a Business Day.
21. PROPER LAW
21.1 The Agreement is governed and construed in accordance with the laws of England and Wales whose courts shall have exclusive jurisdiction in any dispute, save that WPS has the right at its sole discretion to commence and pursue proceedings in alternative jurisdictions.