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Terms and Conditions
TERMS AND CONDITIONS (“Terms”) FOR WWW.DIKEMANAGEMENT.COM
Current as at 20 June 2019
“We” “us” or “our” when used in these terms refers to Dike Management Limited and “you” or “your” refers to anyone visiting the Dike Management site www.dikemanagement.com, the Dike Management Mobile Web/Responsive and the Dike Management mobile application (together “the Site”) including any person communicating with us via the Site or any other electronic mean of communication.
These Terms are the sole basis on which the Site and the Service (defined below) are made available, and by accessing the Site or the Service (defined below) you signify that you agree to be bound by these Terms. If you are not willing to be bound by each and every term or condition contained in this Terms, or if any representation made herein by you is not true, you may not use, and must cease using, the Site or the Services.
These Terms are amended from time to time, and you are advised to check them periodically. The date at the top of these Terms is the date of the current version. By continuing to access the Site and/or the Service following any amendment to the Terms, you signify you consent to the revised Terms.
1. Definitions
1.1 For the purposes of these Terms, the following defined terms shall have the following meanings:
1.1.1 “Business Day” shall refer to a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
1.1.2 “Content” shall refer to all materials and content, including designs, editorial, text, graphics, audio-visual materials, multimedia elements, photographs, videos, music, sound recordings, reports, documents, software, information, formulae, patterns, data and any other work;
1.2 “Confidential Information” shall include all information relating to a party’s confidential information of either party including all trade secrets or other information marked as confidential or which is by its nature confidential including software, designs, drawings, specifications and financial and marketing information. A party’s Confidential Information shall not be deemed to include information that:
1.2.1 Is or becomes publicly known other than through anything the person receiving it does or fails to do;
1.2.2 Was in the other party’s lawful possession before the disclosure;
1.2.3 Is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
1.2.4 Is independently developed by the receiving party, which independent development can be shown by written evidence.
1.2.5 “Feedback” shall mean any comment on an article, share of material, provision of ideas, proposals, suggestions, etc. you decide to perform should the Site contain functionality that permits same;
1.2.6 “Intellectual Property” shall mean any idea, invention, discovery, modification, improvement, process, formula, material, brand name, know-how, design, model, prototype, mark, sketch, symbols, words, phrases, software source codes, software integration, data, drawing, plan, documentation, data, reports, interpretations, forecasts, agreements, analyses, compilations, studies, notes, spreadsheets, drawings, technologies, ideas, algorithms, specifications, diagrams, plans, designs, models, samples, costs, prices, names, domain names, IP address, patents (including supplementary protection certificates), trademarks, service marks, registered designs, utility models, registered designs, design rights, industrial design rights, copyrights (including copyright in computer programs) database rights, inventions, business or trade names, get-up and all other intellectual property and rights of similar or corresponding character (including associated goodwill) and in respect of improvements or modifications thereto, enforceable anywhere in the world (whether or not the same are registered or capable of registration) and all applications (or contemplated applications), registrations, extensions or renewals for, or for the protection of, any of the foregoing and reference to “Intellectual Property Rights” shall be construed accordingly;
1.1. “Intellectual Property Right” shall mean any right, title or interest in respect of any Intellectual Property anywhere in the world and in respect of improvements or modifications thereto with any analogous right (whether protectable or not) conferred by the law of any country;
1.2.7 “Member Firm” shall refer to a local partnership, firm or other entity that is a member of the Dike Management network of firms, each of which is a separate legal entity, as well as any affiliate or subsidiary of any Member Firm;
1.2.8 “Normal Business Hours” shall refer to the time from 8.00 am to 6.00 pm local UK time, each Business Day;
1.3 “Our Content” shall refer to any Content posted by us and/or otherwise made available on the Site by us and /or otherwise made available by us through the Site and or the services, ad will include among others but not limited to source code, processes, designs, technologies, URLs, domain names, marks, and logos forming any part of the Site or Contents containing our Intellectual Property;
1.4 “Participant Data” shall refer to any data which you or people invited or authorised by you, provide us or upload to our Site in the course of your enjoying and obtaining the benefit of the Site, the Site’s Contents Our Content, any User Contents or any service contained therein or made available thereof or any portion thereof. This may include, but is not restricted to, personal data of individuals, as the term is used in the General Data Protection Regulation (GDPR), the Data Protection Act 2018 or any legislation or subsidiary legislation or regulations amending, replacing, supplementing or implementing the GDPR or Data Protection Act 2018 (together “Data Protection Law”.);
1.4.1 “Partner” and “Principal” shall refer to an individual who is a Partner, Principal, member, shareholder or equivalent of a Member Firm, in accordance with terminology commonly used in professional services organisations. Likewise, “Office” refers to any office of one or more Member Firms in the relevant jurisdiction;
1.4.2 “Privacy Policy” shall refer to the Privacy Policy of the Site published on same and available at Privacy Policy
1.4.3 “Registered User” shall refer to anyone who registers with the Site and creates an Account with the Site to access enhanced features of the Site;
1.4.4 “Site” shall refer to Dike Management Limited website www.dikemanagement.com, the Dike Management Mobile Web/Responsive and the Dike Management mobile application;
1.4.5 “Submission” shall refer to any material you decide to make available through or in connection with your use of the Site;
1.4.6 “Third Party Content” shall refer to website, Contents and any other materials made available by third parties through links to the Site or other forms of framing, mirroring, republishing, downloading, displaying, transmitting, or distributing;
1.4.7 “Third Party Service” shall refer to services and Contents provided by third parties and used by the Site to provide the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information to its Users;
1.4.8 “User” shall mean anyone who views, accesses, visits and uses the Site or any part of that, including any person communicating with us via the Site or any other form of communication, at any point in time;
1.5 “User Content” shall refer to mean all the Content you choose to post on the Site and/or make available on the Site or otherwise through any service contained therein or made available thereof or any portion thereof. It shall also include your Submissions and your Feedback;
1.5.1 “Dike”, “we”, “us”, “our” or “ours” shall mean Dike Management Limited or any of its individual Member Firms. “Dike”, “we”, “us”, “our” or “ours” as used in individual articles and thought leadership pieces available on the Website may, depending on context, refer to the Dike Management network as a collective or to individual Member Firms;
1.5.2 “Dike Parties” shall mean collectively and inclusively to the individual Member Firms of the Dike network, including their respective officers, directors, partners, principals or equivalent; personnel; affiliates; business associates; licensors; and contractors and subcontractors.
1.5.3 “You”, “your” or “yours” shall refer to anyone visiting the Site including any person communicating with us via the Site or any other electronic mean of communication.
2. About The Site
2.1 The Site provides information about Dike Management Ltd, including thought leadership and the services and products it provides. References to “the Site” and “www.dikemanagement.com” include all software, Content and features provided within the relevant Site(s) (all terms as defined in the Terms of Use below).
2.2 Currently the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information are informative only and provide only one interactive feature with the “Contact Us” form. From time to time we may add additional features, such as for example but not limited to access to premium and personalized content, user profiles, reading lists, blogs, other publicly accessible collaborative features, registration features, etc.
3. Information Purpose Only
3.1 The Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information are for informational purposes only. Neither the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information:
3.1.1 Constitutes professional advice; and neither
3.1.2 Should be relied upon by you or any third party, including for example to operate or promote your business, secure financing or capital in any form, obtain any regulatory or governmental approvals, or otherwise to procure services or other benefits from any entity; and neither
3.1.3 Are not intended to constitute an offer to enter into any transaction or solicitation for any investment or proposal for the purchase or sale of any asset, security, commodity or anything else whatsoever.
3.2 Before making any decision or taking any action, you should consult with professional advisers.
4. Changes To And Availability Of The Website
4.1 The Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information are made available on an “as is” basis with no representation or warranty with respect to their functionality or availability and with no guarantee that they are complete, accurate, or timely nor any guarantee regarding any results you or others may obtain from their use. Access to all or parts of any of the Site may be suspended at any time without notice.
5. Requirements to Use the Website
5.1 If you are an individual, you represent and warrant that you have reached the age of majority in the jurisdiction in which you reside, and that you are in any event at least 18 years old.
5.2 If you are using Site, the Site’s Contents, Our Contents or any service contained therein or made available thereof or any portion thereof on behalf of a corporation or other organisation, you represent and warrant that you have the ability to agree to these Terms on behalf of such organisation and all references to “you” throughout these Terms will include such organisation, jointly and severally with you personally.
5.3 You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. If any applicable law, rule or regulation prohibits you to access the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information you may not access them. If you nevertheless access or use the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information, you will still be bound to these Terms and shall have all the obligations, responsibilities and liabilities as if you were eligible to do so.
6. Your User Content, Including Submissions and Feedback
6.1 If you choose to make publicly available any of your personally identifiable or other information through the Site (for example through posting a comment or other form of Submission or any User Content or any Feedback), you do so at your own risk. You will also comply with all relevant requirements set out in these Terms when making a submission.
6.2 You acknowledge and agree that your User Content, Submissions and/or Feedbacks are not confidential; that your provision of User Content, Submissions and/or Feedbacks is gratuitous, unsolicited and without restriction; and that the provision of any User Content, Submissions and/or Feedbacks does not place Dike under any fiduciary or other obligation.
6.3 We may (but have no obligation to) monitor, evaluate, alter or remove User Content, Submissions and/or Feedbacks before or after they appear on the site; however, we have no control over and are not responsible for any use or misuse (including any distribution) by any third party of Submissions.
6.4 You represent and warrant that you have all rights necessary to grant the licenses referred to in these Terms. You further represent and warrant that your User Content are:
6.4.1 Complete and accurate; and
6.4.2 Not fraudulent, tortious, or otherwise in violation of any applicable law or any right of any third party. You irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each User Content that you may have under any applicable law under any legal theory.
6.5 We do not claim ownership of your User Content; however, you agree that by posting, uploading, inputting, providing, submitting, entering, or otherwise transmitting your User Contents to us or any third party using the Site:
6.5.1 You have thereby granted us a royalty-free, non-exclusive, worldwide, fully paid-up, perpetual, irrevocable, transferable, unlimited and fully sub-licensable (through multiple tiers) license , without additional consideration to you or any third party, to use, reproduce, publish, transmit, reproduce, display (publicly or otherwise), create derivative work of, adapt, modify, store, edit, and otherwise use, analyse, exploit and practice any comment or submission, in any format or media known or hereafter developed, in the User Content for the purposes of us providing the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information and for our own internal business and archiving purposes or and for any purpose whatsoever (including promotional purposes, such as testimonials).
6.5.2 You have thereby confirmed, represented and warranted to us that you have all rights, titles and interests, as well as the power and authority necessary, to grant the license to your User Content set out above;
6.5.3 You have thereby acknowledged and agreed that the technical processing and transmission of the Site, including your User Content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices, and that your User Content may be subject to “caching” or other technical processing or transmission policies and procedures by us or at intermediate locations on the Internet.
6.6 In any and all events, including among others but not limited to the termination of this Terms however arising, you acknowledge and agree that we may retain a copy or copies of any of your User Contents for archival or compliance purposes or to otherwise provide the Site to you or others, subject always to your license to us, set out above, and to our Privacy Policy.
7. Third-Party Content
7.1 The Site may contain links to website, Contents and other materials made available by third parties (collectively, “Third Party Content”). If you use such functionality, you are directing us to access, route and transmit to you the applicable Third Party Content.
7.2 Third Party Content may be protected by applicable copyrights, trademarks, patents, trade secrets or other proprietary rights and laws. Nothing in your use of the Website or these Terms grants you any right, title or interest in or to this Third Party Content except for the limited right to use the Website as set out in these Terms.
7.3 We neither control nor endorse, nor are responsible for, any Third Party Content and we make no representations or warranties with respect to them. The availability of any Third Party Content through the Website does not imply the endorsement of, or affiliation with, any provider of such Website or materials. Your use of any Third Party Content is at your own risk and is subject to any terms, conditions and policies applicable to them (such as terms of service or privacy policies of the providers of the Third Party Content).
8. Authorise Use Policy
8.1 The rights granted by these Terms are personal to you, and you do not have the right to sub-licence them to any third party, or access the Site or the Contents on behalf of any other person or transfer the rights granted to another person, even another family member, except as authorised by us in advance in writing.
8.2 We reserve the right to decline to accept any application by any person to become a Registered User without giving reasons.
8.3 You will comply with the terms and conditions set out in this ‘Authorise Use Policy’ as a condition of accessing the Site and the Contents. The Authorised Use Policy applies to all Users.
8.4 Authorised Use: Content. You agree you will not access, store, use, post, transmit or otherwise make available through the Site or take any action or upload, distribute or make available User Content, Contents or materials or your use of the service available on the Site which:
8.4.1 is age-inappropriate, unlawful, harmful, threatening, hateful, intimidating, degrading, defamatory, obscene, infringing, harassing or racially or ethnically offensive or otherwise fail to respect the rights and dignity of others; or
8.4.2 is defamatory, libellous, fraudulent or otherwise tortious; or
8.4.3 is obscene, indecent, pornographic or otherwise objectionable; or
8.4.4 is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment, such as a virus, worm, Trojan horse, Easter Egg, time bomb, spyware or other computer code, file or program;
8.4.5 contains advertising, publicity or solicitation for a product or services that did not receive our prior written approval;
8.4.6 violates, misappropriates or infringes upon the rights of others in any way, including any patents, Intellectual Property Rights, copyrights, trademarks, trade secrets, rights of privacy, rights of publicity, or moral rights of any third party;
8.4.7 facilitates illegal activity including the provision of age-restricted material to minors who have not attained the relevant age;
8.4.8 promotes any form of Ponzi, pyramid or other unlawful trading scheme, or illegal gaming or lotteries;
8.4.9 depicts sexually explicit images or is otherwise age inappropriate to any child or children;
8.4.10 promotes unlawful violence;
8.4.11 is in breach of law including within limitation laws on harassment, stalking or protection of personal data;
8.4.12 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
8.4.13 is otherwise illegal or causes damage or injury to any person or property;
and we reserve the right, without liability or prejudice to any other rights we have arising out of the above, to disable your access to the Site or its service if you or any person authorised by you posts any material that breaches the provisions of this clause.
8.5 Authorised Use: Our Site and Content. Except as expressly permitted by these terms, or as allowed by any law which cannot be excluded by agreement between you and us, you shall not:
8.5.1 Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any part of our software, our documentation or any other material in which we own Intellectual Property Rights in any form or media or by any means; or
8.5.2 Attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-readable form all or any part of the Site, its Contents, Our Content, any Content provided by other Users or any service contained therein or made available thereof or any portion thereof; or
8.5.3 Access all or any part of the Site its Contents, Our Content, any User Contents or any service contained therein or made available thereof or any portion thereof (including any relevant documentation) in order to build a product or service which competes with our services; or
8.5.4 Resell the Site, its Contents, Our Content, any Content provided by other Users s or any service contained therein or made available thereof or any portion thereof or use it for any form of business or commercial purposes; or
8.5.5 License, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Site, its Contents, Our Content, any Content provided by other Users s or any service contained therein or made available thereof or any portion thereof and/or any documentation available to any third party, or
8.5.6 Attempt to obtain, or assist third parties in obtaining, access to the Service, its Contents, Our Content, any Content provided by other Users s or any service contained therein or made available thereof or any portion thereof and/or our documentation, other than as provided under these terms;
8.5.7 Use any network monitoring or discovery software to determine the Site, its Contents, Our Content, any Content provided by other Users s or any service contained therein or made available thereof or any portion thereof or any portion thereof, architecture, or extract information about usage, individual identities or users;
8.5.8 Use any robot, spider, other automatic software or device, or manual process to monitor or copy the Services, its Contents, Our Content, any Content provided by other Users s or any service contained therein or made available thereof or any portion thereof without our prior written permission;
8.5.9 Use or otherwise export or re-export the Site, its Contents, Our Content, any Content provided by other Users s or any service contained therein or made available thereof or any portion thereof, or any software available on or through the Site, its Contents, Our Content or any service contained or made available therein in violation of the export control laws and regulations of the United Kingdom;
8.5.10 Harvest or collect any screen names or addresses from any Site’s Contents, Our Contents or Content provided by other Users s or any service contained therein or made available thereof or any portion thereof for the purpose of sending unsolicited emails or communications whatsoever other purpose whatsoever; and
8.5.11 View, access or use the Site, Site’s Contents, Our Contents or Content provided by other Users s or any service contained therein or made available thereof or any portion thereof to collect any personally identifiable information, including profile names, email addresses or other such information for commercial purposes or for any other purpose whatsoever;
8.5.12 View, access or use the Site, Site’s Contents, Our Contents or Content provided by other Users s or any service contained therein or made available thereof or any portion thereof in any manner that could damage, disable, overburden or impair the Site, Site’s Contents, Our Contents or Content provided by other Users s, any service contained therein or made available thereof or any portion thereof or any server or other hardware associated with the Site, Site’s Contents, Our Contents or Content provided by other Users s or any service contained therein or made available thereof or any portion thereof;
8.5.13 Disobey any requirements, procedures, policies, or regulations of networks connected to the Site, Site’s Contents, Our Contents or Content provided by other Users s or any service contained therein or made available thereof or any portion thereof;
8.5.14 Use the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information to contact any other person for purposes not expressly permitted under this Terms and the Privacy Policy;
8.5.15 Interfere with any other party’s use and enjoyment of the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information;
8.5.16 Circumvent any technological measure used by us to control viewing, access to or use of the Site, Site’s Contents, Our Contents or Content provided by other Users s or any service contained therein or made available thereof or any portion thereof;
8.5.17 View, access or use the Site, Site’s Contents, Our Contents or Content provided by other Users s or any service contained therein or made available thereof or any portion thereof in any manner to deceive, defraud, or mislead any person, or in violation of these Terms, our Privacy Policy, any applicable laws and regulations, morality, generally accepted good customs and public order;
8.5.18 Use any Dike-owned mark or product name as a meta-tag or other ‘hidden text’ for search engines in a manner that does not inure to the benefit of the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information;
8.5.19 “Frame” or “mirror” the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information on any other server or Internet-enabled device.
8.6 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information and/or our documentation by you or any other User or breach of the Authorised Use Policy by any person, and, if any such unauthorised access or use occurs, or if you become aware of any security breach involving the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information, you will promptly inform us and provide us with assistance, as requested, to stop or remedy such violation.
8.7 The rights provided under these terms are granted only to you. All rights not expressly set out in these terms are reserved to us.
9. Service Availability
9.1 We agree to provide the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information to you as set out below.
9.2 We shall use commercially reasonable endeavours to make the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information available 24 hours a day, seven days a week, except for scheduled maintenance performed outside Normal Business Hours, provided that we have used reasonable endeavours to give you at least 6 Normal Business Hours’ notice in advance.
9.3 We will, as part of the Site service, provide you with our standard support services during Normal Business Hours in accordance with our Support Services Policy in effect at the time that the Service is provided. We may amend the Support Services Policy in our sole and absolute discretion from time to time. Support is also available during Business Hours by emailing info@dikemanagement.com.
10. Participant Data
10.1 You shall own all right, title and interest in and to all of the Participant Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Participant Data and, in particular but without limitation, the obtaining of valid consents from all persons whose data it is, and from the persons holding parental responsibility in the case of all minors who data it is.
10.2 We shall follow our archiving procedures for Participant Data. In the event of any loss or damage to Participant Data, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged Participant Data from the latest back-up of such Participant Data maintained by us in accordance with the archiving procedure described in the relevant documentation. We shall not be responsible for any loss, destruction, alteration or disclosure of Participant Data caused by any third party (except those third parties sub-contracted by us to perform services related to Participant Data maintenance and back-up).
10.3 We shall, in providing the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information, comply with our Privacy Policy relating to the privacy and security of the Participant Data available at Privacy Policy or such other website address as may be notified to you from time to time, as such document may be amended from time to time by us in our sole discretion.
10.4 If we process any Personal Data on your behalf when performing our obligations under this agreement, both you and we agree that we intend that you shall be the data controller and we shall be a data processor of such Personal Data. This has the following consequences:
10.4.1 You acknowledge and agree that you are responsible for determining where the Personal Data is uploaded and for complying with local and any relevant international data protection laws in respect of using the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information in that location;
10.4.2 You shall make sure you are entitled to transfer any relevant Personal Data to us, in a way which allows us to lawfully use, process and transfer the Personal Data on your behalf in accordance with these Terms;
10.4.3 You shall ensure that any third parties whose Personal Data it is have been informed of, and have given their consent to, such use, processing, and transfer of their personal data as required by all applicable data protection legislation and that consent shall include consent given by persons holding parental responsibility in the case of data relating to minor children;
10.4.4 We will process the Personal Data only in accordance with these Terms and any lawful instructions reasonably given by you from time to time; and
10.4.5 Both you and we shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Data or its accidental loss, destruction or damage.
10.5 Please note that the Privacy Policy set out at Privacy Policy sets out what we do with your data and how the Site uses cookies and should be read in conjunction with these Terms.
11. Our Content
11.1 Except where expressly stated otherwise, all right, title, and interest in and to the Site and Our Content are:
11.1.1 Fully vested in us, our licensors, or our suppliers; and
11.1.2 Protected by applicable copyrights, trademarks, patents, trade secrets, or other proprietary rights and laws.
12. Your obligations
12.1 You agree to provide us with:
12.1.1 All necessary co-operation in relation to this agreement; and
12.1.2 All necessary access to such information as may be required by us;
in order to provide the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information, including but not limited to Participant Data, security access information and configuration services and all required data relating to you or your Registration, if any.
12.2 You agree:
12.2.1 To comply with all applicable laws and regulations with respect to your activities under this agreement;
12.2.2 To ensure that any User Content uploaded by you is Content which you are authorised to upload without infringing the Intellectual Property Rights of any third party and you have obtained the consent of all persons whose personally identifiable information is included in such Content;
12.2.3 To access and use the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information in accordance with these Terms, including the disclaimers and limitations of liability herein. Nothing in your use of the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information or these Terms grants you any right, title or interest in or to Our Content except the limited right to use the Site as set out in these Terms;
12.2.4 NOT to copy, modify, deep link, rent, lease, loan, sell, assign, sublicense, grant a security interest in or otherwise transfer any right or interest in Our Content;
12.2.5 NOT to remove any proprietary notices or labels on or in Our Content;
12.2.6 NOT to allow any other person or entity to engage in any of the foregoing;
12.2.7 That we are not liable for any or all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
13. Our Obligations
13.1 We undertake that the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information will be performed substantially in accordance with the documentation published online and with reasonable skill and care;
13.2 The undertaking at clause 13.1 shall not apply if you use the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information contrary to our instructions, or modification or alteration of the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information by anyone other than us or our duly authorised contractors or agents. If the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information does not conform to the provisions of clause 13.1 we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 13.1.
13.3 Notwithstanding the above, we:
13.3.1 Do not warrant that your use of the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information will be uninterrupted or error free; or that the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information obtained by you through the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information will meet your requirements;
13.3.2 We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
13.4 We warrant that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under this agreement.
14. Monitoring
14.1 We may monitor use of the Site from time to time but have no obligation to do so. If and when we do monitor your use of the Site, we will do so in accordance with applicable law.
15. Compliance and Complaints
15.1 We do not have any obligation to censor or review any of your User Contents, to censor or review any Third-Party Content, or to monitor use of the Site. However, you agree that we may, without notice or liability, disclose to third parties any of your information or your User Contents; monitor use of the Site; and monitor, review, and retain your User Contents if we believe in good faith that such activity is reasonably necessary to provide the Site to customers, monitor adherence to or enforce these Terms, comply with any laws or regulations, respond to any allegation of illegal conduct or claimed violation of third party rights, or protect us or others.
15.2 If we receive a complaint relating to your use of the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information, you acknowledge and agree that we may, in our sole and absolute discretion and without notice or liability, investigate the complaint, restrict, suspend or terminate any service involved, and/or remove your Submissions from our servers.
16. Intellectual Property Rights
16.1 You acknowledge and agree that we and/or our licensors own all Intellectual Property Rights in the Site, the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information needed to deliver the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information.
16.2 Except as expressly stated here, this agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade-marks (whether registered or unregistered), or any other rights or licences in respect of the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information used to deliver the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information except User Content;
16.3 We confirm that we have all the rights in relation to the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information used to deliver that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
17. Trade and Service Marks
17.1 You may not use the “Dike Management Ltd” or “Dike” trade names, trademarks, service marks, logos or designs, or any other mark held by Dike Management, in connection with any product or service that is not of any Dike Member Firm nor in any manner that is likely to cause confusion. Nothing contained on the Site should be construed as granting any right to use any trade names, trademarks, service marks, logos or designs without the express prior written consent of the owner.
18. Third party providers
18.1 For providing its Contents, Our Contents, any Third Party Contents or any service contained therein or made available thereof or any portion thereof to its Users, the Site integrates and uses some Third Parties Services.
18.2 You agree that we may provide the Site its Contents, Our Contents, any Third Party Contents or any service contained therein or made available thereof or any portion thereof using Third Party Services providers. We will use reasonable endeavours to select Third Party Services providers with reasonable care and skill but you acknowledge that Third Party Services will be provided on their own terms and that your contract with Third Party Services providers will be exclusively with such providers and not with us for the relevant Third Party Services. You agree that you will take all reasonable care to read and understand the terms and conditions on which Third Party Services are provided.
18.3 You acknowledge that the Site its Contents, Our Contents, any Third Party Contents or any service contained therein or made available thereof or any portion thereof may enable or assist you to access third-party websites and that you do so solely at your own risk. We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you with any such third party. Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not us. We recommend you refer to any third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. We do not endorse or approve any third-party website nor the content of any of the third party website made available via the Site its Contents, Our Contents, any Third Party Contents or any service contained therein or made available thereof or any portion thereof.
19. Confidentiality
19.1 Each party may be given access to Confidential Information from the other party in order to perform their obligations under this agreement.
19.2 Subject to clause 19.1, each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the use or management of the Site its Contents, Our Contents, any Third Party Contents or any service contained therein or made available thereof or any portion thereof.
19.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed in violation of these Terms.
19.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 19.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
19.5 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
19.6 You acknowledge that details of the Site, and the results of any performance tests of the Site, constitute our Confidential Information.
19.7 We acknowledge that the Participant Data is your Confidential Information.
19.8 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
19.9 The above provisions of this clause 19 shall survive termination of this agreement, however arising.
20. Liability
20.1 The Site are provided for information purposes only and, to the maximum extent permitted by applicable law, Dike and the Dike Parties exclude all liability for any loss or damage of whatever kind and however arising in connection with your use of, or inability to use the Site, the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information you obtain via the Site. Except as expressly and specifically provided in this agreement:
20.1.1 You assume sole responsibility for the use of the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information by you. We shall have no liability for any damage caused by errors or omissions in any information, instructions or Content provided to us by you in connection with the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information, or any actions taken by us at your direction;
20.1.2 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
20.1.3 The Service is provided on an “as is” basis.
20.2 You acknowledge and accept that use of the Site is subject to the risks inherent in any connection and transmission on the internet, in particular in relation to security risks and vulnerabilities, technical performance and risk of interruption. Accordingly, neither Dike Management nor any Dike Parties are liable to you in any circumstances for any losses or damages caused by disruption or failure of internet networks or for any interruptions to or restrictions on the accessibility of the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information arising for any reason, including, but not limited to, by reason of a virus, security related vulnerability, or technical or operational failure of any nature.
20.3 Nothing in this agreement excludes our liability:
20.3.1 For death or personal injury caused by our negligence; or
20.3.2 For fraud or fraudulent misrepresentation performed by us.
20.4 Subject to clause 20.3.1 and 20.3.2:
20.4.1 We shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
20.4.2 Our total aggregate liability in contract (including in respect of the indemnity at clauses 20.1. and 20.2.), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the value of the contract being the amount paid or payable by you during the Term, up to the end of the current Term.
21. Indemnity
21.1 You agree to indemnify us, and any of Dike Parties, in full against claims, actions, proceedings, demands, losses, damages, debt, fines, charges, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information and your provision of User Contents provided that:
21.1.1 We tell you promptly if we become aware of any such claim or the likelihood of such a claim;
21.1.2 We provide you with our reasonable co-operation in the defence and settlement of such claim, at your expense; and
21.1.3 You are given sole authority to defend or settle the claim.
22. Your indemnification obligation to the Dike Parties includes but is not limited to any instance where one or more of your User Contents or your use of the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information:
22.1.1 Infringes any Third Party Content or other third-party intellectual property rights; or
22.1.2 Our Authorise Use; or
22.1.3 Any other provision contained in these Terms.
22.2 We shall defend you against any claim that the Site infringes any United Kingdom patent effective as of the Effective Date, or any copyright, trade mark, database right or right of confidentiality, and shall indemnify you for any amounts awarded against you in judgment or settlement of such infringement claims, provided that:
22.2.1 We are given prompt notice of any such claim;
22.2.2 You provide us with reasonable co-operation in the defence and settlement of such claim, at our expense; and
22.2.3 We are given sole authority to defend or settle the claim.
22.3 In the defence or settlement of any claim, we may procure the right for you to continue using the Site, replace or modify the Site so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 (two) Business Days’ notice without any additional liability or obligation to pay liquidated damages or other additional costs to you.
22.4 In no event shall we or our employees, agents and sub-contractors be liable to you if and to the extent that the alleged infringement is based on:
22.4.1 A modification of the Site by anyone other than us; or
22.4.2 Your use of the Service is in breach of our instructions, including in breach of the Authorised Use Policy; or
22.4.3 Your continued use of the Site after notice of the alleged or actual infringement from us or any appropriate authority.
22.5 The above state your sole and exclusive rights and remedies, and our (including our employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
22.6 The Dike Parties have the right at any time to forego the indemnification and assume the defence of any claim. Notwithstanding the foregoing, it is not the intent of the Dike Parties to affect the rights of the Dike Parties or their insurers to assume the defence or settlement of any claim against any Dike Party for which insurance coverage is sought under any applicable insurance policy. Any settlement of a claim defended by the user should normally be subject to Dike’s consent and procure the full release of Dike Parties from liability.
23. Disclaimers, No Reliance, Assumptions of Risk And No Representations or Warranties
23.1 The Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information provided to you via the Site is provided “as is” and “as available.”
23.2 The Dike Parties believe the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information to be reliable and has sought to take reasonable care in its preparation; however, Dike and the Dike Parties do not make or purport to make, and hereby disclaims, any representation, warranty or undertaking in any form whatsoever to any entity or person, including any representation, warranty or undertaking in relation to the truth, accuracy and completeness of any of the information set out in the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information.
23.3 To the maximum extent permitted by applicable law, the Dike Parties disclaim all express, implied, and statutory warranties with respect to the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information, including without limitation any implied warranties of merchantability, fitness for a particular purpose, accuracy, completeness, non-infringement, non-interference, error-free service, and uninterrupted service. Dike neither represents nor warrants that the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information downloaded from the Site will be accurate, current, uninterrupted, error-free, omission-free, or free from viruses or other harmful components.
23.4 By making available the Site, Dike Management Ltd is not making an offer of any financial, tax, accounting, legal or other professional services or goods, and none of the information presented on the Site should be construed as legal, tax, accounting or any other professional advice or service.
24. Termination
24.1 We may, in our sole discretion, suspend, restrict or terminate your use of the Site (including your Account, if you are a Registered User), effective at any time, without notice to you, for any reason, including because the operation or efficiency of the Site or our or any third party’s equipment or network is impaired by your use of the Site; we have received a third party complaint which relates to your use or misuse of the Site; or you have been or are in breach of any term or condition of these Terms. We will have no responsibility to notify any third party, including any Third Party Service providers, merchandise or information, of any suspension, restriction or termination of your access to the Site.
24.2 On termination of this agreement for any reason:
24.2.1 You shall have no further right to use the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information and shall immediately cease all use of the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information;
24.2.2 We may destroy or otherwise dispose of any of the Participant Data in our possession unless no later than ten working days after the effective date of the termination of this agreement, we receive a written request for the delivery to you of the then most recent back-up of the Participant Data. We shall use reasonable commercial endeavours to deliver the back-up to you within 30 days of its receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in returning or disposing of Participant Data; and
24.2.3 Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
25. Force Majeure
25.1 We shall have no liability to you under this agreement if we are prevented from or delayed in performing our obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you notified of such an event and its expected duration.
26. Variation
26.1 No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
27. Amendments
27.1 These Terms and the Privacy Policy are current as of the date on the top of this page. We reserve the right to amend these at any time without notice to you, but we will use reasonable efforts to publish each amendment before such amendment becomes effective. The latest, fully-amended version of these Terms and Privacy Policy will be published on the Site. You are responsible for regularly reviewing the Site to obtain timely notice of such amendments. If any amendment is unacceptable to you, you may terminate the agreement between you and us regarding the use of the Site as set out in these statements. If you continue to use the Site after the effective date of any amendment, you will be conclusively deemed to have accepted such amended version of these Terms.
28. Privacy Policy
28.1 This Site has a Privacy Policy. You acknowledge that you have read and agreed the Privacy Policy located on the Site to which you have access, as it may be updated from time to time. You further acknowledge that, to the extent required under applicable law, by using each such Website you consent to the collection, use, and disclosure by us of your personal information (whether previously collected or to be collected) for the purposes identified therein.
29. Our Remedies
29.1 Without limiting any of our rights, we may suspend, restrict or terminate your use of the Site without notice if, in our sole and absolute discretion, we determine or believe that you have violated any of the Terms, including but not limited to any of your responsibilities as set out above.
30. Enforceability
30.1 Your use of the Site, the Site’s Contents, Our Contents or Third Party Contents or any service contained therein or made available thereof or any portion thereof as well as any part of our software, our documentation or any other material or information contained therein, constitutes your agreement to these Terms; such agreement will be deemed for all legal purposes to be in writing and legally enforceable as a signed written agreement.
31. Interpretation
31.1 In these Terms:
31.1.1 The captions and headings are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the contents of these Terms;
31.1.2 The word “including”, the word “includes” and the phrase “such as”, when following a general statement or term (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto), is not to be construed as limiting, and the word “or” between two or more listed matters does not imply an exclusive relationship between the matters being connected; and
31.1.3 All references to Site addresses or URLs will also include any successor or replacement Site containing substantially similar information as the referenced Site(s).
32. Waiver
32.1 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
33. Limitation Period
33.1 Any claims must be brought no later than two years after the date the claimant should have been aware of the potential claim and, in any event, no later than four years after any alleged breach.
34. Rights and Remedies
34.1 Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
35. Severance
35.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
35.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
36. Entire agreement
36.1 This agreement and the Privacy Policy constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
36.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
37. Assignment
37.1 You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
37.2 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
38. No Partnership or Agency
38.1 Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
39. Third party rights
39.1 This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
40. Notices
40.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party’s email supplied for the purpose.
40.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
41. Governing law
41.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
42. Jurisdiction
42.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).