TERMS OF SERVICE

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE AS THEY ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US.

Please also note that we amend these Terms from time to time by updating them on the website. Every time you wish to use our Software, please ensure you understand the current and applicable set of terms.

DEFINITIONS 

1.1 In this Agreement, the words and expressions shall have the following meaning attributed to them: 

“Affiliate” means any subsidiary or holding company of the Client, where a holding company shall mean a “holding company” and “subsidiary” as defined in section 1159 of the companies act 2006.

“Business Hours” means the hours between 9:00am and 5:30pm Monday to Friday

“Client Data” means any information which is provided to Surventrix by the Client or their associated services in connection to the Services provided by Surventrix.

“Confidential Information” means all information concerning the business, finances, technology, solutions, clients or commercial affairs of a party or its clients which is described as confidential by the party providing the information or which, by its nature, should be assumed to be confidential, to include, but not limited to, the negotiations relating to and the subject matter of this Agreement (as the same may be amended or supplemented from time to time). 

“Effective date” this Agreement becomes effective when the Services described in clause 2.1 are made live. 

“Term” this is the period of time covered from the effective date defined in the terms and for any subsequent periods thereafter on a rolling basis from the expiry of the previous term

“PAYG” Pay As You Go billing option defined as a fee per instruction with an initial term of 1 calendar month followed by subsequent terms of a rolling calendar month thereafter, in which a user or organisation pays for the cost of each instruction.

“Subscription” means a fixed term contract in which the client pays a fixed monthly fee based on the amounts agreed and for the duration of the initial 12 month term followed by rolling 12 month terms thereafter.

“Fees” means the fees payable for use of the Services by the Client.

“Intellectual Property Rights” means patents, trademarks, Internet domain names, service marks, registered designs, applications for registration of any of the foregoing, copyright, database rights, design rights, trade and business names, trade secrets and know-how and any other similar protected rights in any country subsisting now or in the future. 

“Payment Terms” are as set out in your agreement.

“Report” means the outputs containing details of properties produced as a result of the use of the Software by the Client. 

“Services” means those services described in clause 2.1 of this Agreement. 

1.2 In this Agreement:

1.2.1 references to clauses and Schedules are to the clauses and Schedules of this Agreement;

1.2.2 headings are for convenience only and do not affect interpretation of this Agreement;

1.2.3 references to statutes and statutory provisions shall be construed as amended or replaced and as including any subordinate legislation made under them in any such case from time to time. 

PROVISION OF SERVICES 

2.1 In consideration of the payment of the Fees, Surventrix shall provide the Services including: 

2.1.1 providing the Client with access to the Software via the internet; 

2.1.2 hosting and supporting the Software as set out in clauses 3 and 4 below; 

2.1.3 maintaining and upon the request of the Client, providing access to online archived copies of each saved Report and files within the uploads area;

2.1.4 storage of client data for up to 6 calendar years from the date of record creation after which this data will be subject to a nominal data storage renewal fee.

2.1.5 any other services as the parties may from time to time agree. 

2.2 Surventrix reserves the right from time to time to:

2.2.1 alter or modify the Software including but not limited to the functionality of the Software as it deems appropriate to enhance the functionality or performance of the Software; and 

2.2.2 alter or modify the format, layout and content of the Software. 

2.2.3 audit the Services from time to time to ensure that the Software is not being used for any purpose not expressly permitted under the terms of this Agreement. Such audit shall be carried out at a time and location agreed with the Client and on reasonable prior notice (to be no less than seven days) 

2.2.4 audit the Services from time to time to ensure that the products are being used fairly and as intended as all service provision is subject to a ‘Fair Use’ policy.

2.3 Surventrix will issue the Client with personal identification information (username and password) that will allow the Client and its authorised users to access and use the Software. The Client shall provide Surventrix with a list of Authorised Users which Surventrix shall approve before granting Users access to the Software. 

2.4 The Client agrees that it will and will ensure that it’s authorised users keep confidential the personal identification information issued by Surventrix in accordance with clause 2.3 and will not disclose it to third parties or other employees of the Client. The Client will be responsible for any unauthorised use of personal identification information. The Client will notify Surventrix immediately in writing upon becoming aware of any known or suspected unauthorised use of such personal identification information in order that Surventrix can prevent further use of that personal identification information.

2.5 The Client shall not lease, sub-licence, loan, resell or otherwise distribute access to the Software or otherwise permit access to or use of the Software or Services by or on behalf of any third party save as permitted in this Agreement. 

2.6 The Client warrants and represents that it shall maintain reasonable security measures (as may change over time) covering, without limitation, confidentiality, authenticity and integrity to ensure the access to the Software and Services granted under this Agreement is limited as set out under this Agreement. 

CLIENT RESPONSIBILITIES 

3.1 The Client shall:

3.1.1 be responsible for the provision of such hardware and software as is necessary to enable the Client to access the Services via the internet and thereafter use the Services. You are also responsible for ensuring the hardware and software used is compatible with the Surventrix system;

3.1.2 use the Services and the Reports in accordance with all applicable laws, regulations and codes of conduct applicable at the time of use and in accordance with the terms of this Agreement and all reasonable instructions of Surventrix; 

3.1.3 not permit access to or use of the Services to or by any third party other than its employees and any other third party authorised under this Agreement by Surventrix;

3.1.4 Be responsible for all tool settings which are client configurable and used in the method of property evaluation by the tool.

3.1.5 ensure that all users are suitably trained & equipped to use the system in a fair and proper manner.

3.1.6 to respond to any enquiries raised by Surventrix in a timely and reasonable manner.

3.1.7 you must not upload or use inappropriate or offensive language or content or solicit any commercial services in any communication, form or email you send or submit, from or to the Site.

RICS PRODUCTS

3.2 Surventrix, provides access to the Home Survey Suite of templates, for the Level 1, Level 2 & Level 3 templates, as licensed by the Royal Institution of Chartered Surveyors (“RICS”). In using the RICS Home Survey suite of templates provided by Surventrix, you acknowledge and agree that:

• You may only use these L1, L2 & L3 survey templates if you are a member of the RICS Home Survey Licence scheme. 

• You will not sub licence any such scheme materials or templates to individuals, consultants, or firms outside of the RICS Licence scheme.

• Surventrix exclude any and all liability (whether direct or indirect) relating to the use by you of the RICS Home Survey Scheme Materials, templates and/or member data.

• In using the Surventrix system to create and provide your RICS branded templates, you only obtain the right to access and use the RICS HSS templates, whilst part of the licence scheme. All IP rights remain with the RICS.

• You agree to indemnify Surventrix of any and all liability, financial loss, associated costs and expenses arising from any surveyor professional negligence claims that pertain to the RICS HSS templates and use thereof.

• In the event that RICS terminates our licence to provide the RICS HSS templates, this termination would extend to you also as the user.

• As an RICS Tech Affiliate partner, RICS may request information from us in respect of any RICS branded report product/template used through our system. You agree that in this instance we may provide such information, without any personal information being accessed or provided. In such a scenario we would notify you of such a request from RICS.

• You are and will remain a member of the RICS HSS License scheme for the duration of your active use of the Surventrix system. 

HOSTING OF THE SOFTWARE 

4.1 Subject to clause 5.6, Surventrix shall use all reasonable endeavours to ensure that during the term of this Agreement the Client’s access to and use of the Services as hosted by Surventrix function effectively and is available 99% of the time during business hours from Monday to Friday (save when English clearing banks are closed for business). 

4.2 Surventrix shall have no liability to the Client in respect of the Client’s inability to access the Software or errors in the functioning of the Software and or Services which are attributable to: 

4.2.1 errors in or made by or failures in the performance of the Client’s hardware or operating systems; 

4.2.2 failure of the internet; 

4.2.3 operator error; 

4.2.4 provision of incorrect information by the Client; 

4.2.5 power failures; 

4.2.6 malicious interference by any third party; 

4.2.7 unforeseen technical issues that result in system downtime and/or maintenance.

SUPPORT AND MAINTENANCE 

5.1 The Client shall nominate a primary support contact who shall consolidate the Client’s queries regarding the Software and the Services. The Client shall provide Surventrix with the details of such contact and any changes from time to time to the identity of that contact. Surventrix shall not be under any obligation to respond to support queries raised by representatives other than the Client’s nominated primary support contact. 

5.2 Surventrix will supply the Client with an option to raise a support ticket through which the Client shall direct all Software and Services queries. Such support ticket services will be manned during Surventrix’s normal business hours. 

5.3 Surventrix will promptly acknowledge receipt and respond to any problems with the Services notified to it via the support telephone number or email address given to the Client by Surventrix. If the Client identifies such problem as being business critical i.e. service down directly affecting the clients’ business activities, Surventrix shall as soon as reasonably practicable investigate the reported problem and use all reasonable endeavours to correct such problem. If the Client identifies such problem as being other than business critical, Surventrix shall use all reasonable endeavours to investigate the reported problem within 3 working days of notification of the problem and thereafter use all reasonable endeavours to correct the problem as soon as reasonably practicable thereafter.

5.4 If Surventrix is of the opinion that it cannot resolve the problem or provide a workaround to the problem in accordance with clause 5.3, Surventrix shall notify the Client and provided the failure substantially hinders or prevents the Client from using a material part of the functionality of the Services, the Client shall be entitled to terminate this Agreement forthwith by written notice to Surventrix and the provisions of clause 14.4 shall then apply. 

5.5 The problem resolution service in clauses 5.3 and 5.4 shall not include the provision of services in respect of problems attributable to any of the circumstances listed in clause 4.2. Should Surventrix agree to provide any support that falls within such exclusion, Surventrix shall be entitled to make a reasonable additional charge in accordance with its standard scale of charges from time to time in force. 

5.6 Surventrix shall be entitled to suspend access to the Services: 

5.6.1 on reasonable notice to the Client for such period as may be reasonably required for maintenance, repairs or improvements; and 

5.6.2 without prior notice to the Client for exceptional operational reasons. 

USE OF THE SERVICE 

6.1 The Client shall be responsible for the provision of the Client Data and its accuracy and completeness. 

6.2 The Client agrees to co-operate with Surventrix by making its nominated management and employees available by telephone, email or in person, as reasonably necessary, to provide such information, services, support and other assistance as may be reasonably required by Surventrix in its provision of the Services. 

DATA PROTECTION

7.1 To the extent that the Client Data contains Personal Data (as defined in the Data Protection Act 1998, which shall be superseded by the General Data Protection Regulation ((EU) 2016/679) on 25th May 2018 (“the Act”)), both Parties warrant that they have complied with their obligations under that Act and shall indemnify and keep indemnified each other against any reasonably foreseeable, legally recoverable and fully mitigated losses, damages, costs or expenses suffered by either Party as a result of a breach of such warranty. 

7.2 Surventrix will carry out the processing (as defined by the Act) of Personal Data transmitted by or on behalf of the Client only to the extent necessary for the provision of the Services and will not divulge the whole or any part of the Personal Data to any person, except to the extent necessary for the proper performance of the Services or as permitted in writing by the Client. 

7.3 Surventrix will ensure that it has appropriate security measures in place to safeguard against any unauthorised access or unlawful proceedings or accidental loss, destruction or damage or disclosure of such Personal Data. 

7.4 Full details of Surventrix’s data management policies and privacy notices are available upon request .

RETURN OF DATA 

7.5 Surventrix will, upon request, with a maximum 60 days from the request being made return copies of any client data to you. This will include all files stored within uploads area on instructions & Quotations, in addition to completed report files. Please note, that we cannot guarantee the image file sizes/quality, as uploaded images may be subject to file optimisation during file upload, and storage processes.

INTELLECTUAL PROPERTY RIGHTS 

8.1 The Client acknowledges that the Intellectual Property Rights in the Software and the Reports are and shall remain the property of Surventrix and/or its licensors and that the Client will not obtain any rights in the Intellectual Property Rights in the Software or the Reports other than expressly granted to it under this Agreement. Subject to payment of all sums due to it whether under this Agreement or otherwise, Surventrix grants to the Client a non-exclusive, non-transferable, non-sub licensable, royalty-free licence to use the Software for its own business use subject to the terms of this Agreement. 

8.2 Surventrix acknowledges that the Intellectual Property Rights in the Client Data are and shall remain the property of the Client or its licensors as the case maybe and that Surventrix will not obtain any rights in the Intellectual Property Rights in the Client Data other than expressly granted to it under this Agreement. 

8.3 The Client grants to Surventrix a non-exclusive, non-transferable, royalty-free licence to use the Client Data to the extent necessary to carry out its obligations to the client or any party (Statutory body or otherwise) in the provision of the services covered by Surventrix Systems products. Surventrix may make copies as deemed necessary to perform its obligations to the client or otherwise, including back-up copies of such Client Data. 

INTELLECTUAL PROPERTY RIGHTS INDEMNITY 

9.1 Subject always to the Client’s proper observance of its obligations under this clause 9 and to clauses 9.4 and 13, Surventrix may at its own expense, defend or, at its option settle any third party claim or suit alleging that the use by the Client of the Software or any part of it infringes any Intellectual Property Rights belonging to a third party (“a Claim”) and agrees to be responsible for any reasonable costs involved and to pay any damages finally awarded against the Client in any such Claim by a competent court of jurisdiction provided that: 

9.1.1 the Client shall immediately notify Surventrix if a Claim is made against the Client and agrees to grant to Surventrix exclusive control of all litigation and negotiations in connection with such Claim to the extent permitted by law or regulation;

9.1.2 the Client shall at the request and expense of Surventrix afford to Surventrix all reasonable assistance for the purpose of contesting any Claim; 

9.1.3 the Client shall not make any admissions (save where required by court order or governmental regulations) which may be prejudicial to the defence or settlement of any Claim without the approval of Surventrix (not to be unreasonably withheld or delayed). 

9.2 If a Claim is made or in the reasonable opinion of Surventrix is likely to be made, Surventrix may at its own expense either: 

9.2.1 modify any part of or all of the Software without reducing the performance and functionality of the same so as to avoid the infringement or the alleged infringement, or; 

9.2.2 procure a licence to use the infringing or potentially infringing part of the Software on terms which are acceptable to the Client (acting reasonably); or 

9.2.3 if neither causes of action under clauses 9.2.1 or 9.2.2 are reasonably practicable or economical, terminate the Agreement. 

9.3 If Surventrix has availed itself of its rights to modify the Software pursuant to clause 9.2.1 or to procure a licence under clause 9.2.2 and has therefore avoided any Claim, then Surventrix shall have no further liability in respect of that Claim other than for any reasonable costs that have already accrued. 

9.4 The provisions of clauses 9.1 and 9.2 shall not apply insofar as any such Claim is in respect of: 

9.4.1 the use by the Client of the Services or any part thereof in a manner not reasonably to be anticipated by Surventrix when supplying the same to the Client; or 

9.4.2 the Client Data; or 

9.4.3 other designs or specifications supplied by the Client. 

9.5 Subject always to Surventrix’s proper observance of its obligations under this clause 9.5, the Client shall at its own expense, defend or, at its option settle any third party claim or suit alleging that the use of the Client Data or any part of them in accordance with this Agreement infringes any third party rights (“a Client Data Claim”) and agrees to be responsible for any reasonable costs involved and to pay any damages finally awarded against Surventrix in any such Client Data Claim by a court of competent jurisdiction provided that: 

9.5.1 Surventrix shall immediately notify the Client if a Client Data Claim is made against Surventrix and agrees to grant to the Client exclusive control of all litigation and negotiations in connection with such Client Data Claim to the extent permitted by law or regulation; 

9.5.2 Surventrix shall at the request and expense of the Client afford to the Client all reasonable assistance for the purpose of contesting any Client Data Claim; 

9.5.3 Surventrix shall not make any admissions (save where required by court order or governmental regulations) which may be prejudicial to the defence or settlement of any Client Data Claim without the approval of the Client (not to be unreasonably withheld or delayed). 

FEES AND PAYMENT 

10.1 In consideration of the provision of the Services by Surventrix, the Client shall pay the Fees to Surventrix. 

10.2 Any services supplied by Surventrix in addition to the Services shall be charged for by Surventrix on a time and materials basis. The Client shall reimburse Surventrix's reasonable travel, accommodation and subsistence expenses incurred in the provision of such services which are in accordance with the Client’s expenses policy or pre-authorised by the Client. 

10.3 The Client shall pay invoices properly submitted by Surventrix in accordance with the existing client Payment Terms (on a “per calendar month” basis) without deduction or set-off, within 28 days of the date of the relevant invoice.  

10.4 In the event that the Client does not make payment by the date due for any payment, Surventrix may, without prejudice to any other rights and remedies at its option: 

10.4.1 charge the Client late fees in accordance with the Late Payment of Commercial Debts (Interest) Act 1998; and 

10.4.2 suspend its provision of the Services.  

10.5 All amounts stated are gross amounts but exclusive of VAT or other sales tax which shall be paid by the Client, if applicable, at the then prevailing rate subject to receipt of a valid VAT invoice or other sales tax invoice. 

10.6 All fees are exclusive of VAT and any other applicable sales taxes which shall be payable in addition to such amounts. 

10.7 Surventrix may increase the Fees provided that it provides the Client with no less than 60 days written notice of such increase. 

10.8 Monthly by Direct Debit or BACS transfer to Surventrix’s nominated bank account, payment to be made by the Client within 28 days of relevant monthly invoice being issued by Surventrix. 

CONFIDENTIALITY 

11.1 Each party shall keep strictly confidential all Confidential Information received directly or indirectly from the other party. Such Confidential Information shall not be disclosed to any third party other than the employees and authorised subcontractors of the receiving party and such receiving party shall not use any such Confidential Information for any purpose other than the performance of the Agreement. Further, it is agreed by the parties that each party shall procure that its employees and subcontractors act in a manner consistent with the obligations of confidentiality set out herein. 

11.2 Either party may disclose information which would otherwise be Confidential Information if and to the extent that it is: 

11.2.1 required to do so by law provided that the party disclosing the information shall notify the other party as soon as reasonable of its intention to disclose the information or of the fact that it has had to disclose the information; 

11.2.2 information which has come into the public domain through no fault of the receiving party; 

11.2.3 reasonably required to be disclosed to employees, subcontractors, auditors or our Parents’ auditors of such party, subject to such parties being under obligations of confidentiality no less onerous than as set out in this clause; 

11.2.4 permitted by the other party to do so in writing in advance; 

11.2.5 information in the possession of the receiving party prior to disclosure under this Agreement or is disclosed to the receiving party by a third party without breach of any obligation of confidentiality owed to the disclosing party; or 

11.2.6 information that is independently developed by personnel of the receiving party having no access to the other party’s Confidential Information. 

11.3 The provisions of this clause 11 shall remain in full force and effect notwithstanding any termination of this Agreement. 

WARRANTIES 

12.1 Surventrix warrants that it shall use reasonable skill and care in the provision of the Services but the Client acknowledges that any data provided by Surventrix is sourced from third parties and is therefore provided ‘as is’. 

12.2 No warranty is made regarding the results of usage of the Services or that the functionality of the Services will meet the Client's requirements or that the Services will operate uninterrupted or error free. 

12.3 The Client warrants and undertakes that it has the authority to enter into this Agreement and grant the rights and perform the obligations contained herein;

12.4 Except as expressly stated in this Agreement all other warranties, representations (unless made fraudulently), terms and conditions are excluded to the fullest extent permitted by law. 

LIMITATION OF LIABILITY 

13.1 Surventrix Systems accepts no responsibility or liability for the clients actions taken, based upon the output of the software & services provided by Surventrix.

13.1 Save as set out in clause 12, the following provisions set out the entire financial liability of Surventrix (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of: 

13.1.1 any breach of this Agreement; and 

13.1.2 any representation, statement or tortious act or omission including negligence arising under or in connection with this Agreement. 

13.2 Nothing in this Agreement excludes or limits the liability of either party for death or personal injury caused by Surventrix’s negligence or for fraudulent misrepresentation. 

13.3 Subject to clause 13.2, neither party shall be liable to the other party for: 

13.3.1 any indirect, consequential, special or punitive loss, damage, costs and expenses; 

13.3.2 loss of profit; 

13.3.3 loss of business; 

13.3.4 loss of reputation; 

13.3.5 depletion of goodwill; or 

13.3.6 loss of, damage to or corruption of data. 

13.4 Subject to clauses 13.2 and 13.3, Surventrix’s total liability to the Client under or connected with this Agreement for:

13.4.1 Surventrix’s failure to perform the Services or negligent act, error or omission in the performance of the Services; and/or 

13.4.2 any other loss not covered by clause 13.4.1 

shall not exceed 100% of the Fees paid by the Client for the 12-month period immediately preceding a Claim arising with a review of this clause between both parties after the initial 12 month contract period and prior to the commencement of any new contractual agreement. 

13.5 For the purposes of this clause 13, a “Claim” shall mean any one event giving rise to a claim or, where there is more than one event giving rise to a claim, then a series of connected events. 

13.6 The Client shall indemnify and keep indemnified Surventrix against any direct costs, damages, liabilities and expenses incurred by Surventrix as a result of the Client breaching the provisions of clause 12.3. 

DURATION AND TERMINATION 

14.1 This Agreement shall remain in full force and effect from the Effective Date and for the Initial Term after which will continue on an ongoing basis of subsequent terms of the same duration until terminated in accordance with the provisions of clause 14.2. 

14.2 This Agreement & the associated services may be terminated forth with: 

14.2.1 by Surventrix:

14.2.1.1 if the Client fails to make any payment on the due date and payment has not been made within 30 days of a written request for the same; 

14.2.1.2 if Surventrix’s arrangements with its third-party suppliers in respect of the Services terminate or expire;

14.2.1.3 if any agreed trial period has completed. 

14.2.1.4 if in the opinion of Surventrix the Client, or a third party or business affiliated to the Client, uses or attempts to use, the supplied software for business practices outside those defined in this agreement and without written consent.

14.2.2 by either party if the other commits any material breach of any term of this Agreement (other than one falling within clause 14.2.1) and which (in the case of a breach capable of being remedied) has not been remedied within 14 days of a written request to remedy the same; 

14.2.3 by either party if an order is made or a resolution is passed for the winding-up of the other party or an order is made for the appointment of an administrator to manage the affairs, business and property of the other party or such an administrator is appointed or documents are filed with the court for the appointment of an administrator or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a receiver and/or manager or administrative receiver is appointed in respect of all or any of the other party’s assets or undertaking or circumstances arise which entitle the court or a creditor to appoint a receiver and/or manager or administrative receiver or which entitle the court to make a winding-up order or the other party takes or suffers any similar or analogous action in consequence of debt in any jurisdiction; 

14.2.4 by either party providing at least 28 days written notice for PAYG customers or 60 days prior notice for Subscription plan customers prior to the end of the Initial Term or any subsequent term anniversaries.

14.2.5 by either party at any point during the agreement term or any subsequent term subject to agreement in writing from the other party regardless of breach, performance or otherwise (Mutual right to termination)

14.2.6 If for PAYG customers there is a period of inactivity (defined as no system usage or billable services rendered) in a rolling 60 day period.

14.3 Any termination of this Agreement shall be without prejudice to any other rights or remedies a party may be entitled to under this Agreement or at law or any accrued rights or liabilities of either party or the coming into or continuance in force of any term of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination. 

14.4 Upon termination Surventrix will: 

14.4.1 cease the provision of the Services; 

14.4.2 prepare and submit to the Client a breakdown of the Services performed up to the date of termination for which Surventrix has not yet been paid; and 

14.4.3 deliver an invoice in respect of the outstanding Fees referred to in clause 14.4.2. 

14.5, Upon notification of termination of the agreement, no client data will be released until any outstanding arrears have been cleared. In the event that we receive a request for client data, we will endeavour to provide this to the client within 60 days.

14.6 Upon termination of the agreement, if no request for client data is made within 90 days of the termination date, Surventrix reserves the right to delete any client data or associated data from its data stores as deemed appropriate by Surventrix.

FORCE MAJEURE 

15.1 Surventrix shall not have any liability under this Agreement to the extent that the performance of its obligations is delayed, hindered or prevented by an Event of Force Majeure. 

15.2 “Event of Force Majeure” shall mean fire, storm, flood, earthquake, accident, adverse weather conditions, explosions, Acts of God, terrorism or the threat thereof, nuclear, chemical or biological contamination, compliance with any law, governmental controls, restrictions or prohibitions, strikes, lock-outs, industrial action, employment dispute, protests, public disorder, traffic congestion, accident, breakdown, vandalism, interruptions in communications or power supply, shortages of materials or supplies, failure or malfunction of computer systems or any other event or circumstance outside the control of a party to this Agreement. 

NOTICES 

16.1 Any notice, request, instruction or other document to be given by a party under this Agreement shall be delivered by hand, sent by pre-paid first class post, or by facsimile or e-mail transmission to the recipient's usual fax number or e-mail address or such other address, fax number or e-mail address which may be notified by that party in accordance with this clause 16.1. 

16.2 Unless proved otherwise, a notice shall be deemed to have been received if delivered by hand, at the time of delivery; if sent by facsimile or e-mail during the Business Day of transmission unless delivered or deemed delivered on a day that is not a business day (a business day any day that is not a Saturday, Sunday or bank holiday in England) or after 5pm, in which two cases it shall be deemed delivered at 9am on the next occurring business day as long as the sender can show satisfactory transmission; and if sent by post, 48 hours after posting. 

WAIVER 

17.1 Unless otherwise agreed in writing, 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 and, save as expressly stated in this Agreement, neither shall any delay or omission on the part of either party to exercise or avail itself of any remedy, right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party. 

RIGHTS OF THIRD PARTIES 

18.1 A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This shall not affect any right or remedy of a third party that exists or is available apart from under that Act. 

INVALIDITY AND SEVERABILITY 

19.1 If any provision of this Agreement shall be found by any Court or administrative body of competent jurisdiction to be invalid, unlawful or unenforceable, in whole or in part, but would be valid, lawful or enforceable if such whole or part provision were deleted, the remaining provisions in this Agreement shall continue to apply as if such whole or part provision had been deleted. 

19.2 The parties shall, in the circumstances referred to in clause 19.1, attempt in good faith to substitute for any invalid or unenforceable provision a valid and enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision. 

VARIATION 

20.1 These terms will, from time to time, be updated and published on our website at all times. They will therefore be subject to variation as to the rights and obligations of the parties pursuant to this Agreement and shall be effective unless in writing and signed by an authorised representative of both parties. 

NO PARTNERSHIP OR AGENCY 

21.1 Nothing in this Agreement shall constitute or be deemed to constitute a partnership, agency or joint venture between the parties hereto or constitute or be deemed to constitute either party the agent of the other for any purpose whatsoever and neither party shall have any authority or power to bind the other or to contract in the name of or create a liability against the other. 

ENTIRE AGREEMENT 

22.1 This Agreement constitutes the entire arrangement and understanding between the parties and supersedes and extinguishes all prior agreements, negotiations and discussions relating to the subject matter of this Agreement. Each party acknowledges that in entering into and performing this Agreement it does not do so on the basis of, and does not rely on any statement or representation (unless made fraudulently) or warranty or understanding other than as expressly contained in this Agreement at the date hereof or subsequently included within this Agreement pursuant to clause 20. 

ASSIGNMENT AND SUB-CONTRACTING 

23.1 Surventrix shall be permitted in its discretion to sub-contract the provision of any of the Services provided that no such sub-contracting shall relieve Surventrix of any of its obligations under this Agreement. 

GOVERNING LAW AND JURISDICTION 

24.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the English Courts.