These terms are not current
If you have an Assanka agreement dated between 1st April 2005 and 31st August 2005, these terms will continue to apply to that agreement indefinitely. However, all new contracts are made on the basis of our current terms of business.
General
This document is a legal agreement between you (either an individual or a single entity) ("You", "Your") and Assanka Limited of The Cedar House, Marlborough Road, Hampton, TW12 3RX, registered number 4701650 ("Assanka", "Us", "Our", "We"). Assanka has agreed to provide you with computer software programs and associated documentation where applicable, to grant you a non-exclusive licence to use these programs, and to provide certain Services to You upon the terms and conditions of this Agreement.
Definitions
1. In this Agreement unless the context requires otherwise:
1.1. 'ACCEPTABLE DELAY' means a period of seven days or five percent of the estimated project duration (whichever is greater) following the estimated Delivery Date during which the delivery of the Licensed Program Materials should not be considered late.
'ACCEPTANCE DATE' means the date You are deemed to have accepted the Licensed Program Materials in accordance with clause 7.3.
'ACCESS LOCATIONS' means the locations at which the Licensed Programs are accessed and operated by You, if different from the Host Locations.
'ADDITIONAL CHARGES' means the charges at Assanka's rates (which may change from time to time) for work undertaken, levied on the basis set out in 14.9 and 14.10 below.
'AGREEMENT' means this document and the Specification Documents.
'CHANGE REQUEST' means a request by You to Assanka for additional work on the Licensed Programs that allow the Licensed Programs to fulfil requirements not specified in the Specification Documents.
'CONFIDENTIAL INFORMATION' means all information designated as such by either party in writing together with all other information which relates to the business, affairs, products, developments, trade secrets, know how, personnel, customers and suppliers of either party or information which may reasonably be regarded as the confidential information of the disclosing party.
'DELIVERY DATE' means the estimated date for the delivery of the Licensed Program Materials set out in the Specification Documents.
'DEVELOPMENT PERIOD' means the time between the date on which this Agreement is made and the Acceptance Date, during which Assanka will develop, configure and/or install the Licensed Programs.
'EXPERT' means a person appointed by mutual agreement between the parties who shall be suitably qualified to resolve a dispute over the acceptance of the Licensed Program Materials.
'HOST EQUIPMENT' means the machine or machines on which the Licensed Programs are to operate agreed with Assanka and identified in the Specification Documents.
'HOST LOCATIONS' means the locations at which the Host Equipment is installed and operated.
'INTELLECTUAL PROPERTY RIGHTS' means patents, trade marks, service marks, design rights (whether registerable or otherwise), applications for any of the foregoing, copyright, database rights, trade or business names and other similar rights or obligations whether registerable or not in any country.
'LICENSEE DELAY' means the cumulative period of time during the Development Period when Assanka is waiting to receive new instructions materials or data from You and during which time Assanka is unproductive.
'LICENSED PROGRAMS' means the software in object code form described by the Specification Documents including any New Release of the same made or issued pursuant to clause 14 below.
'LICENSED PROGRAM MATERIALS' means the Licensed Programs and the Program Documentation.
'NEW RELEASE' means any improved modified or corrected version of any of the Licensed Programs or Program Documentation issued by Assanka from time to time pursuant to clauses 14 or 19 below.
'OPERATIONAL PERIOD' means the period between the Acceptance Date and the termination of this Agreement.
'PROGRAM DOCUMENTATION' means the instruction manuals user guides and other information (described by the Specification Documents) to be made available to You from time to time during this Agreement by Assanka at its discretion in either printed or machine readable form.
'PROJECT DURATION' means the period of time from the date of this Agreement to the Acceptance Date.
'RECURRING CHARGE' means if applicable the fee identified in the Specification Documents to be paid on an annual basis by You for the continuing provision of the Services in accordance with clause 15 below.
'SERVICES' means those specified in clause 15.1.
'SPECIFICATION DOCUMENTS' means the combination of all technical documents signed by You which carry the same Assanka project code, which may include a technical specification and/or technical proposal,
'TRIAL PERIOD' means the period set out in clause 7.1 during which You can Use the Licensed Programs prior to the Acceptance Date in order to evaluate them and consider accepting them as complete.
Development Period
2. Delivery
2.1. Assanka shall use all reasonable endeavours to deliver and install the Licensed Programs on the Host Equipment and deliver the Program Documentation to the Access Location on the Delivery Date or as soon thereafter as is possible subject to clause 4.4.
2.2. If Assanka shall fail to deliver the Licensed Program Materials within the period of Acceptable Delay after the Delivery Date subject to the provisions of clause 4.4 then You shall be entitled to:
2.2.1. terminate this agreement upon 30 days' written notice to Assanka; or
2.2.2. receive a discount of five percent of unpaid fees at the end of each week of further delay, subject to a maximum discount of thirty percent.
3. Payment Terms
3.1. You agree to pay a fee to Assanka which shall include, where applicable:
3.1.1. the creation of the Licensed Program Materials;
3.1.2. installation of the Licensed Programs on the Host Equipment;
3.1.3. configuration of the Host Equipment;
3.1.4. delivery of the Program Documentation to the Access Location;
3.1.5. a non-exclusive licence to use the Licensed Program Materials as directed in clause 9.
3.2. The fee may also include a period of training to be conducted at the Access Location or at a site of Your choice provided that We agree to your choice.
3.3. A deposit if stated in the Specification Documents shall be paid to Assanka on receipt of Assanka's invoice.
3.4. The fee or the balance (after deduction of any deposit) where appropriate shall be levied by Assanka on the Acceptance Date and shall be payable by You within 30 days of receipt of Assanka's invoice.
4. Licensee Delay
4.1. Assanka shall notify You when an action on Your part is required before the development of the Licensed Program Materials can proceed further.
4.2. The period between such notification and a response from You that permits development to continue shall contribute to Licensee Delay.
4.3. Where it is reasonable to expect Assanka to do so, Assanka shall give advance warning of actions required of You so as to avoid or minimise Licensee Delay.
4.4. The Delivery Date shall be extended by a period equal to Licensee Delay.
4.5. If Licensee Delay for a project exceeds 50% of the estimated Project Duration, Assanka shall be entitled to invoice You for the proportion of the fee that in Assanka's judgement reflects the proportion of the Licensed Programs that have been completed to date and after taking into account work already invoiced.
5. Technical Support
5.1. During the Development Period Assanka shall provide Technical Support free of charge to You by telephone and email.
5.2. Action resulting from requests for support during the Development Period shall be undertaken at Assanka's discretion.
6. Training
6.1. Training services provided by Assanka to You during the Development Period shall be included in the fee paid by You on the Acceptance Date and shall include only those services specified in the Specification Documents or previously agreed in writing.
6.2. Any additional training services You request shall be provided by Assanka for Additional Charges.
7. Installation Testing and Acceptance
7.1. You shall be entitled to Use the Licensed Programs during the Trial Period for the purpose of considering accepting them.
7.2. Assanka shall notify You when You may begin the Trial Period.
7.3. You shall be deemed to have accepted the Licensed Programs if:
7.3.1. You do not notify Assanka of issues that prevent You from giving Your Acceptance within 14 days of the notification given in 7.2; or
7.3.2. during the aforementioned 14 day period You use the Licensed Programs for the purposes of trade or business; or
7.3.3. You sign an acceptance certificate.
7.4. If Assanka receives notification from You during the aforementioned 14 day period of issues that prevent You from formally accepting the Licensed Programs then either:
7.4.1. Assanka shall within 14 days of receipt of such notification correct the faults which prevented You from giving Your acceptance and subsequently resubmit the Licensed Program Materials to You for a further period of 14 days in which You must re-evaluate the Licensed Program Materials in accordance with this clause 7; or
7.4.2. Assanka shall notify You that in Assanka's reasonable judgement Your acceptance of the Licensed Program Materials was unreasonably withheld and that the dispute should be referred to an Expert.
7.5. In the event that the provisions of clause 7.4.2 apply, the parties shall submit a written report on the dispute to the Expert and to each other and seven days thereafter shall submit any written replies they wish to make to the Expert and to each other.
7.6. Both parties shall then afford the Expert all necessary assistance which the Expert requires to consider the dispute.
7.7. The Expert shall be directed to deliver his determination to the parties within 14 days after the submission of written reports.
7.8. Decisions by the Expert shall be final and binding and not subject to appeal.
7.9. The fees of the Expert shall be borne by the parties in proportions determined by the Expert having regard to the conduct of the parties.
8. Termination
8.1. The Agreement may not be terminated during the Development Period except:
8.1.1. by You in accordance with clause 2.2.1 or 18.3;
8.1.2. by Assanka in accordance with clause 17.1.2 or 18.3.
8.2. Without prejudice to the foregoing clauses 1, 13, 21 and 27 shall remain in effect following the termination of this Agreement during the Development Period.
Operational Period
9. Grant of Licence
9.1. In consideration of the payment by You of the fee in accordance with clause 3 above and any other sum due to us on the Acceptance Date, Assanka hereby grants You a non-exclusive licence to use the Licensed Programs (and where appropriate the Program Documentation) upon the Host Equipment and from an agreed Access Location and to possess and refer to the Program Documentation.
9.2. The term of the licence begins on the date that payment of all monies due to Assanka on the Acceptance Date is received by Assanka.
9.3. Upon the termination of this Agreement, You retain subject to the continuing terms of clauses 9 and 10 ownership of the licence granted herein except where You are in breach of the terms of clauses 9 or 10 of this Agreement in which case You shall surrender the licence and all copies of the Licensed Program Materials to Assanka.
10. Terms of Licence
10.1. Assanka retains ownership of the Licensed Program Materials at all times.
10.2. You shall not:
10.2.1. copy the licensed programs from the Host Equipment to any other location except in accordance with clause 10.4.1;
10.2.2. reproduce sell or otherwise profit from the Licensed Programs except in the normal course of use;
10.2.3. reverse compile, copy or adapt the whole or any part of the Licensed Program Materials;
10.2.4. assign transfer sell lease rent charge distribute loan sub-licence or otherwise deal in or encumber the Licensed Program Materials or use the Licensed Program Materials on behalf of any third party or make available the same to any third party; or
10.2.5. remove or alter any copyright or other proprietary notice on any of the Licensed Program Materials; or
10.3. You shall:
10.3.1. keep confidential all components of the Licensed Program Materials except those that are accessible to the public in the normal course of the use of the Licensed Programs;
10.3.2. notify Assanka immediately if You become aware of any unauthorised use of the whole or any part of the Licensed Program Materials by any third party;
10.3.3. without prejudice to the foregoing take all such other steps as shall from time to time be necessary to protect the Confidential Information and Intellectual Property Rights of Assanka in the Licensed Program Materials;
10.3.4. be entitled to make copies of the Program Documentation for internal use only;
10.4. You may:
10.4.1. transfer the Licensed Programs from the Host Equipment specified in the Specification Documents to an alternative location of Your choice only following termination of the Agreement or with the written consent of Assanka;
11. Assignment of Intellectual Property
11.1. All data contained within the Licensed Programs which is not essential to their continued operation is Your property.
11.2. For the purposes of clause 11.1 above, data considered essential to the operation of the Licensed Programs shall include but not be limited to buttons, labels and on-screen instructions which in accordance with clause 10.1 shall remain the property of Assanka.
11.3. For the purposes of clause 11.1 above, data considered not essential to the operation of the Licensed Programs shall include but not be limited to data contained in databases, branding, styles associated with Your brand, and copy text which in accordance with clause 10.1 shall be considered Your property.
12. Warranty
12.1. Subject to the limitations upon Our liability in clause 13 below Assanka warrants that, for the term of this Agreement and starting from the Acceptance Date:
12.1.1. the Licensed Programs will fulfil the requirements set out in the Specification Documents; and
12.1.2. the Host Equipment (excluding any equipment operated by a third party) will support the operation of the Licensed Programs.
12.2. You shall give notice to Assanka as soon as You are reasonably able upon becoming aware of a breach of warranty.
12.3. Assanka shall remedy any breach of the warranties set out in clause 12.1 above by the provision of Technical Support (category C) free of charge.
12.4. Without prejudice to the foregoing Assanka does not warrant that the use of the Licensed Programs will meet Your business requirements or that the operation of the Licensed Programs (including where in machine-readable form the Program Documentation) will be uninterrupted or error free.
12.5. Subject to the foregoing all conditions warranties terms and undertakings express or implied statutory or otherwise in respect of the Licensed Program Materials and the provision of the Services are hereby excluded.
13. Limitation of Liability
13.1. The following provisions set out Assanka's entire liability to You (including any liability for the acts and omissions of its employees agents and sub-contractors) in respect of:
13.1.1. any breach of its contractual obligations arising under this Agreement; and
13.1.2. any representation statement or tortuous act or omission including negligence arising under or in connection with this Agreement
13.2. Any act or omission on the part of Assanka or its employees agents or sub-contractors falling within clause 13.1 above shall for the purposes of this clause 13 be known as an 'Event of Default'.
13.3. Assanka's liability to You for death or injury resulting from its own or that of its employees' agents' or sub-contractors' negligence shall not be limited.
13.4. Assanka shall accept liability to You in respect of damage to the tangible property of You resulting from the negligence of Assanka or its employees agents or sub-contractors and Assanka's entire liability in respect of any Event of Default falling within this clause shall be limited to an amount dependent on the support package specified in the Specification Documents as follows:
13.4.1. STANDARD: One thousand pounds
13.4.2. RAPID: One thousand pounds
13.4.3. 24 HOUR: Five thousand pounds
13.4.4. CRITICAL: Ten thousand pounds
13.5. Assanka's liability to You in respect of any Event of Default for loss of profits goodwill or any type of special indirect or consequential loss (including loss or damage suffered by You as a result of an action brought by a third party) shall be:
13.5.1. £50000 (fifty thousand pounds) if the support package specified in the Specification Documents is 'CRITICAL'; or
13.5.2. £0 (nil) if the support package specified in the Specification Documents is not 'CRITICAL'.
13.6. in the case of any Event of Default not falling within clauses 13.3, 13.4, or Error! Reference source not found., Assanka's entire liability shall be limited to the aggregate of the Recurring Charges paid in the immediately preceding period of 12 months.
13.7. If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under this Agreement.
13.8. You agree to afford Assanka at least thirty days (following Your notification) in which to remedy any Event of Default.
13.9. Except in the case of an Event of Default arising under clause 13.3 above Assanka shall have no liability to You in respect of any Event of Default unless You shall have served notice of the same upon Assanka within one year of the date it became aware of the circumstances giving rise to the Event of Default.
14. Technical Support
14.1. With effect from the Acceptance Date and for the duration of this Agreement Assanka shall provide in respect of the Licensed Programs such category of Technical Support as shall be indicated in the Specification Documents.
14.2. Technical Support shall comprise a combination of the following categories as indicated in the Specification Documents:
14.2.1. category A: advice by telephone, instant messaging systems, SMS message or electronic mail on the Use of the Licensed Programs;
14.2.2. category B: information and advice by telephone on forthcoming New Releases of the Licensed Programs;
14.2.3. category C: upon request by You the diagnosis of faults in the Licensed Programs and the rectification of such faults (remotely or by attendance on Site as determined by Assanka) by the issue of fixes in respect of the Licensed Programs and the making of all necessary consequential amendments (if any) to the Program Documentation;
14.2.4. category D: the creation and despatch to You from time to time at Assanka's sole discretion of fixes in respect of the Licensed Programs;
14.2.5. category E: the creation and despatch to You from time to time at Assanka's sole discretion of a New Release of the Licensed Programs or Program Documentation.
14.3. You shall supply in writing to Assanka a detailed description of any fault requiring Technical Support within category C above and the circumstances in which it arose immediately upon becoming aware of it.
14.4. In the event of Assanka receiving a request for category C technical support, it shall behave in one of the following ways depending on the service package specified in the Specification Documents.
14.4.1. STANDARD: Between the hours of 9 am and 5.30 pm Monday through Friday (excluding bank and other public holidays) Assanka shall use its reasonable endeavours to respond within one business day of receipt of a request, and shall make time of the essence if the fault is not resolved within that time.
14.4.2. RAPID: Between the hours of 8 am and 8 pm Monday through Saturday (excluding bank and other public holidays) Assanka shall use its reasonable endeavours to respond within four hours of receipt of a request, and shall make time of the essence if the fault is not resolved within that time.
14.4.3. 24 HOUR: Excluding bank and other public holidays, Assanka shall use its reasonable endeavours to respond within four hours of receipt of a request, regardless of the time of day, and shall make time of the essence if the fault is not resolved within that time.
14.4.4. CRITICAL: Assanka shall make time of the essence in responding to and resolving faults, regardless of when they are received.
14.5. In the event that Assanka fails to respond within the time allowed by clause 14.4, Assanka shall pay to You an amount dependent on the support package specified in the Specification Documents as follows:
14.5.1. STANDARD: £50 per additional day of delay, up to a maximum of £150
14.5.2. RAPID: £50 per additional four hours of delay, up to a maximum of £250
14.5.3. 24 HOUR: £100 per additional four hours of delay, up to a maximum of £500
14.5.4. CRITICAL: £100 per additional hour of delay, up to a maximum of £8000
14.6. Technical Support shall not include the diagnosis and rectification of any fault resulting from:
14.6.1. the improper use operation modification or neglect of either the Licensed Program Materials or the Host Equipment; or
14.6.2. the use of the Licensed Programs on equipment other than the Host Equipment; or
14.6.3. the failure by You to implement recommendations in respect of or solutions to faults previously advised by Assanka; or
14.6.4. any repair adjustment alteration or modification of the Licensed Programs by anyone other than Assanka without Assanka's prior written consent; or
14.6.5. your failure to install and use any New Release of the Licensed Programs within 30 days of receipt.
14.7. You shall be entitled to Category A technical support only for a period of time following the Acceptance Date as stated in the Specification Documents, or 60 days if not stated.
14.8. Assanka shall upon request by You provide Technical Support notwithstanding clause 14.7 above or that the fault results from any of the circumstances described in clause 14.6 above. Assanka shall in such circumstances be entitled to levy Additional Charges in the manner set out in clause 14.10 below.
14.9. Without prejudice to clause 14.7 above Assanka shall be entitled to levy reasonable Additional Charges in the manner set out in clause 14.10 below if Technical Support is provided in circumstances where any reasonably skilled and competent user having read the Program Documentation would have judged Your request to have been unnecessary.
14.10. Any Additional Charges due to Assanka shall be levied by Assanka from time to time in arrears and shall be payable by You within thirty days of receipt of an invoice.
15. Payment of Charges
15.1. The Recurring Charge shall include the cost of:
15.1.1. the provision of the Host Equipment (excluding any Host Equipment provided by a third party);
15.1.2. maintenance of the Host Equipment (excluding any Host Equipment operated by a third party);
15.1.3. the provision of technical support on the Host Equipment; and
15.1.4. the provision of technical support on the Licensed Programs.
15.2. The Recurring Charge (together with value added tax thereon) shall be levied by Assanka annually in advance with effect from the Acceptance Date and shall be payable by You within 30 days of receipt of Assanka's invoice.
15.3. Assanka shall be entitled to vary the Recurring Charge not more than once in every successive period of 12 months during the currency of this Agreement upon giving not less than 30 days' notice thereof to You.
15.4. In the event that pursuant to clause 14.2.5 a New Release of the Licensed Programs is made Assanka shall without prejudice to clause 15.3 be entitled to vary the Recurring Charge.
15.5. Any increase in Recurring Charge made by Assanka, except as a result of 15.4, shall not exceed the rate of increase of the Retail Price Index in the United Kingdom plus five per cent.
15.6. Assanka shall be entitled to levy an additional charge for the quantity of data downloaded from the Host Equipment.
15.7. Any charge made pursuant to clause 15.6 will be calculated and invoiced quarterly based on the quantity of traffic in whole gigabytes in every calendar month, and will be equal to the rate specified in the Specification Documents.
16. Termination
16.1. This Agreement may be terminated during the Operational Period:
16.1.1. by either party upon giving not less than 3 months written notice to the other;
16.1.2. immediately by either party if the other commits any material breach of any term of this Agreement and which (in the case of a breach capable of being remedied) shall not have been remedied within thirty days of a written request to remedy the same; or
16.1.3. immediately by either party if the other shall become insolvent.
16.2. Subject to clause 16.3 and 16.4 below, on the date of termination of this Agreement (howsoever and by whomsoever occasioned) Assanka shall cease to provide the Services specified in the Agreement and You shall cease to pay the Recurring Charge.
16.3. Notwithstanding the provisions of clause 16.2 You shall be entitled to retain ownership of the Licence to Use the Licensed Programs and therefore clauses 9 and 10 remain in force.
16.4. Without prejudice to the foregoing, clauses 1, 13, 21 and 27 shall remain in effect following the termination of this Agreement during the Operational Period.
General
17. Late Payment
17.1. In respect of the late payment of any sum due under this Agreement (as well after as before judgment) Assanka reserves the right to either:
17.1.1. charge You a late payment fee of £15 (fifteen pounds) or 1% (one percent) of the outstanding amount, whichever is the greater, plus interest at the rate of 4% (four percent) per annum above the base rate of Barclays Bank plc from the due date until payment is received by Assanka; or
17.1.2. terminate this Agreement giving You a minimum of thirty days notice in writing whereupon all sums due to Assanka for work undertaken and Services provided to date must be paid immediately.
18. Force Majeure
18.1. Neither party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, strikes (of its own or other employees), insurrection or riots, embargoes, container shortages, computer viruses (where its own systems are not affected), wrecks or delays in transportation, inability to obtain supplies and raw materials, requirements or regulations of any civil or military authority (an 'Event of Force Majeure').
18.2. Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure such notice to contain details of the circumstances giving rise to the Event of Force Majeure.
18.3. If a default due to an Event of Force Majeure shall continue for more than six weeks then the party not in default shall be entitled to terminate this Agreement. Neither party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
19. Change Requests
19.1. Upon receipt of a Change Request from You, Assanka is entitled to either:
19.1.1. issue a quotation and timescale for implementing the new requirements; or
19.1.2. decline the work
19.2. The process of development of the work resulting from a Change Request shall not be subject to the terms of this Agreement, and may be subject to a separate agreement if so desired by the parties.
19.3. The updated Licensed Programs shall be issued as a New Release by Assanka in accordance with clause 14.2.5.
19.4. Following the Acceptance by You of the updated software as part of the Licensed Programs and payment of the fees agreed, the operational period of the new software is covered by this Agreement which remains valid.
20. Backup
20.1. Assanka undertakes to keep backup copies of the Licensed Programs and the data stored therein.
20.2. During the Development Period, Assanka accepts no liability for lost data.
20.3. In case of the loss or corruption of data or elements of the Licensed Programs during the Operational Period:
20.3.1. You undertake to notify Assanka forthwith of the loss; and
20.3.2. Assanka undertakes to respond with category C Technical Support to restore the Licensed Programs to full working order.
20.4. With regard to any request for Technical Support falling under clause 20.3.2 above, Assanka warrants as follows depending on the service package specified in the Specification Documents:
20.4.1. STANDARD: The Licensed Programs will be restored to full working order.
20.4.2. RAPID: The Licensed Programs will be restored to a state no more than 1 day prior to the data loss.
20.4.3. 24 HOUR: The Licensed Programs will be restored to a state no more than 4 hours prior to the data loss.
20.4.4. CRITICAL: The Licensed Programs will be restored to a state no more than 1 hour prior to the data loss.
21. Confidentiality
21.1. Each of the parties hereto undertakes to the other to keep confidential all information (written, electonic or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the entering into of this Agreement save that which is:
21.1.1. trivial or obvious;
21.1.2. already in its possession other than as a result of a breach of this clause; or
21.1.3. in the public domain other than as a result of a breach of this clause.
21.2. Each of the parties undertakes to the other to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of clause 21.1 above by its employees agents and sub-contractors.
22. Waiver
22.1. The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.
23. Notices and Representatives
23.1. You agree to tell Assanka in writing the identity of the person(s) or the department within your organisation who will act as the sole contact point and channel of communication for the provision by Assanka of the Services during the currency of this Agreement. You shall forthwith inform Assanka of any change in the identity of this person or department.
23.2. Any notice request instruction or other document to be given hereunder shall be delivered or sent by first class post or by electronic mail or facsimile transmission to the address or to the facsimile number of the other party set out in the Specification Documents (or such other address or numbers as may have been notified) any such notice or other document shall be deemed to have been served (if delivered) at the time of delivery, (if sent by post) upon the expiration of 48 hours after posting and (if sent by electronic mail or facsimile transmission) upon the expiration of 12 hours after dispatch.
24. Invalidity and Severability
24.1. If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.
25. Successors
25.1. This Agreement shall be binding upon and enure for the benefit of the successors in title of the parties hereto.
26. VAT
26.1. Save insofar as otherwise expressly provided all amounts stated in this Agreement are expressed exclusive of value added tax and any value added tax arising in respect of any supply made hereunder shall on the issue of a valid tax invoice in respect of the same be paid to the party making such supply by the party to whom it is made in addition to any other consideration payable therefor.
27. Law
27.1. This Agreement shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the exclusive jurisdiction of the English courts.