1.Definitions and interpretation
1.1 In the Agreement:
"Acceptable Use Policy" means the acceptable use policy set out as a Schedule to these terms and conditions;
"Agreement" means an agreement between the parties incorporating:
(a) these terms and conditions;
(b) a Quotation agreed between the parties or, if no Quotation is agreed between the parties, the requested information provided by or on behalf of the Customer in the Order Form; and
(c) the Acceptable Use Policy and one or more additional Schedules to these terms and conditions, together with any amendments to the Agreement from time to time;
"Business Day" means any weekday, other than a bank or public holiday in England;
"Business Hours" means between 09:00 and 17:30 on a Business Day;
"Charges" means all amounts payable by the Customer to UKU Connect under or in relation to the Agreement (as set out in these terms and conditions, on the UKU Connect Website and/or in one or more Quotations), including any amounts referred to as deposits;
"Confidential Information" means the Customer Confidential Information and UKU Connect Confidential Information;
"Contract Month" means, in relation to an Agreement to provide Ongoing Services:
(a) a period beginning on the day of activation of the relevant Services, and ending at the end of the same date in the next following calendar month (or, if that date is the 29th, 30th or 31st, then ending at the end of the 28th day of the next following calendar month);
(b) a period beginning at the end of the first Contract Month and ending at the same time on the same date in the next following calendar month; or
(c) any subsequent period beginning at the end of the preceding Contract Month and ending at the same time on the same date in the next following calendar month, providing that UKU Connect may by written notice to the Customer amend the meaning of "Contract Month" such that it will mean a period beginning on a defined date in one calendar month and ending upon the same date in the next following calendar month;
"Control" means the legal power to control (directly or indirectly) the management of an entity (and "Controlled" will be construed accordingly);
"Customer" means the company, firm or person specified in the Quotation or the Order Form;
"Customer Confidential Information" means any information disclosed (whether disclosed in writing, orally or otherwise) by the Customer to UKU Connect during the Term that upon disclosure: (a) is marked as "confidential", (b) is described by the Customer as "confidential", or (c) should have been reasonably understood by UKU Connect to be confidential;
"Effective Date" means:
(a) if the Agreement is subject to a Quotation, the date of agreement of that Quotation (subject to any validity period for the Customer's agreement, as specified in the Quotation); and
(b) otherwise, the date, following the submission of the Order Form by the Customer, when UKU Connect either sends an email to the Customer confirming that the Agreement is in force or begins providing the Services;
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the "intellectual property rights" referred to above include copyright and neighbouring and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Ongoing Services" means Services that do not have a specific end time (whether set by reference to a date or an event) and are not susceptible to completion;
"Order Form" means a Services order form on the UKU Connect Website;
"Personal Data" has the meaning given to it in the Data Protection Act 1998;
"Quotation" means a quotation issued by UKU Connect and signed or otherwise agreed by each of the parties, specifying the scope of the Services and other matters relating to the Agreement;
"Related Entity" means a company, firm or individual that Controls, is Controlled by, or is under common Control with the relevant company, firm or individual;
"Reseller" means a person expressly appointed by UKU Connect to resell some or all of the Services to third parties;
"Schedules" means the schedules attached to these terms and conditions;
"Service Description" means the description or specification of a Service set out:
(a) in a Quotation; or
(b) if no Quotation is agreed between the parties, on the UKU Connect Website from time to time;
"Services" means the services provided or to be provided under the Agreement as specified in a Service Description;
"Subcontractor" means any third party to which UKU Connect sub-contracts any obligations under the Agreement;
"Term" means the term of the Agreement;
"UKU Connect" means UKU Connect Limited, a company incorporated in England and Wales (registration number 04675031) having its registered office at Suite 4, Scotts Sufferance Wharf, 1 Mill Street, London SE1 2DE, United Kingdom;
"UKU Connect Confidential Information" means:
(a) any information disclosed (whether disclosed in writing, orally or otherwise) by UKU Connect to the Customer during the Term that upon disclosure: (i) is marked as "confidential", (ii) is described by UKU Connect as "confidential", or (iii) should have been reasonably understood by the Customer to be confidential; and
(b) the financial terms and conditions of the Agreement; and
"UKU Connect Website" means the website at http://www.ukuconnect.net/ and any successor website owned and operated by UKU Connect from time to time.
1.2 In the Agreement, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
1.3 The Clause headings do not affect the interpretation of the Agreement.
1.4 In the Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
2. Agreement and Term
2.1 The Agreement will come into force on the Effective Date and will continue in force indefinitely, unless and until terminated in accordance with Clause 12.
2.2 The parties acknowledge and agree that they may enter into one or more separate (and separately terminable) Agreements in respect of the Services, as follows:
(a) in respect of each Quotation agreed and/or Order Form submitted and accepted, the parties shall enter into a separate Agreement; and
(b) if a Quotation or Order Form applies more than one Schedule, then the parties shall enter into a separate Agreement in respect of each applicable Schedule, unless the parties have agreed otherwise in writing.
3.1 UKU Connect will supply the Services to the Customer during the Term.
3.2 The Customer will:
(a) provide UKU Connect with:
(i) all co-operation, information and documentation; and
(ii) all access to the premises, computers, servers and systems of the Customer, reasonably required for the provision of the Services;
(b) be responsible for procuring any third party co-operation reasonably required for the provision of the Services; and
(c) be responsible for obtaining suitable licences of third party software that are required for the full use of the Services, except in each case to the extent expressly provided otherwise in the Agreement.
3.3 The Customer must ensure that any passwords relating to the Services are non-obvious and not likely to be susceptible to standard password cracking techniques. It is the Customer's responsibility to keep such passwords confidential and secure, and to change such passwords on a regular basis. The Customer will notify UKU Connect immediately if it becomes aware that a password relating to the Services is or may have been compromised or misused.
3.4 Unless the Customer is a Reseller:
(a) the Services are provided to the Customer only, except to the extent that the Agreement expressly provides otherwise; and
(b) the Customer must not resell or otherwise provide or make available the Services to any third party.
3.5 The Customer must not act in any way that is liable to damage the reputation or goodwill of UKU Connect or any Subcontractor.
3.6 If the provision of any of the Services is sub-contracted by UKU Connect to a Subcontractor, the Customer must not contact such Subcontractor except with the prior written permission of UKU Connect.
3.7 If UKU Connect undertakes, with the agreement of the Customer, any work for the Customer that is outside the scope of the Services that have been agreed by the parties, such work shall:
(a) be treated as part of the Services under the Agreement; and
(b) be chargeable at UKU Connect's standard rates from time to time.
3.8 If UKU Connect issues to the Customer an estimate or quote for the undertaking of Services, then UKU Connect may refuse to begin those Services until the estimate or quote has been
agreed in writing by the Customer.
3.9 The Customer must comply with the terms of the Acceptable Use Policy, and must ensure that all persons using the Services under the authority of the Customer or by means of the Customer's account(s) comply with the terms of the Acceptable Use Policy.
3.10 UKU Connect reserves the right to change Customer passwords and/or suspend access to Services for the purpose of protecting the security of the Customer or UKU Connect's data, services and systems.
4. Charges and payment
4.1 UKU Connect shall issue invoices for the Charges to the Customer:
(a) in accordance with the provisions of the relevant Schedule or Service Description; or
(b) if the time for invoicing is not specified in the relevant Schedule or Service Description, from time to time, in advance or in arrears, in its sole discretion.
4.2 All Charges stated in or in relation to the Agreement are stated exclusive of VAT, unless the context requires otherwise.
4.3 The Customer will pay Charges to UKU Connect in cleared funds:
(a) on or before the date or dates set out in the relevant invoice, Schedule or Quotation; or
(b) where no such date or dates are set out in the relevant invoice, Schedule or Quotation, within 28 days following the date of issue of the relevant invoice.
4.4 Charges must be paid by debit or credit card, bank transfer or cheque (using such payment details as are notified by UKU Connect to the Customer from time to time). If the Customer pays Charges by credit card or debit card, UKU Connect may charge the Customer an additional amount equal to 2% of the relevant Charges.
5. Late payments
5.1 If the Customer does not pay any amount properly due to UKU Connect under or in connection with the Agreement, UKU Connect may:
(a) charge the Customer: (i) interest on the overdue amount at the rate of 8% per year above the UK base rate of Barclays Bank Plc from time to time (which interest will accrue daily and be compounded at the end of each calendar month); and (ii) if the matter is passed to a debt collection agency, an administrative fee equal to 15% of the overdue amount; or
(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
5.2 UKU Connect shall have the right to set off any amount owed by the Customer to UKU Connect against any amount owed by UKU Connect to the Customer, in each case whether the amount is owed:
(a) under the Agreement or any other contract; or
(b) as a result of any liability arising out of the Agreement or any other contract, and
UKU Connect may exercise its right under this Clause by giving written notice of such exercise to the Customer.
5.3 If the Customer fails to pay to UKU Connect any amount owed under:
(a) the Agreement; or
(b) any other contract or arrangement between the parties, by the due date, then
UKU Connect may suspend, withhold and/or render inaccessible any or all of the Services and/or the Customer's accounts relating to the Services until such time as payment is received, without prejudice to UKU Connect's other rights under the Agreement.
5.4 The Customer acknowledges that the suspension of a Service may result in the unavailability or degradation of other Services, and that the reconnection of a Service following suspension may be subject to reconnection fees.
6. Intellectual Property Rights
6.1 Save as expressly provided in the Agreement:
(a) all Intellectual Property Rights in:
(i) the Services and any improvements to the Services; and
(ii) any works and materials produced by or on behalf of UKU Connect in the course of the provision of the Services, are and will remain, between the parties, the exclusive property of UKU Connect; and
(b) the Customer shall have no right or licence to exercise or exploit such Intellectual Property Rights.
6.2 The Customer shall:
(a) execute and arrange for the execution of any documents; and
(b) do and arrange for the doing of any things reasonably within the Customer's
power, which are necessary to enable UKU Connect to benefit from and exercise its rights under Clause 6.1.
7.1 The Customer warrants to UKU Connect that it has the legal right and authority to enter into and perform its obligations under the Agreement.
7.2 UKU Connect warrants to the Customer that:
(a) it has the legal right and authority to enter into and perform its obligations under the Agreement; and
(b) it will perform its obligations under the Agreement with reasonable care and skill.
7.3 The Customer acknowledges that:
(a) UKU Connect does not purport to provide any legal advice under the Agreement or in relation to the Services, and UKU Connect does not warrant that the Services will not give rise to any civil or criminal legal liability on the part of the Customer or any other person;
(b) whilst UKU Connect will use reasonable technological measures and procedures to secure its servers and systems, those servers and systems may from time to time be subject to attack by hackers, and UKU Connect does not warrant that its servers and systems will never be subject to a security breach; and
(c) hardware failures may from time to time affect the provision of the Services, and unless otherwise agreed UKU Connect's only obligation in respect of hardware failures will be to use reasonable endeavours to promptly repair or replace the relevant hardware, and subject to Clause 9.1 and UKU Connect's compliance with the requirements of this Clause 7.3, UKU Connect shall not be liable to the Customer in respect of any loss or damage arising out of a failure of the Customer to take professional legal advice, any hacker attacks on UKU Connect's servers and systems, or any hardware failures.
7.4 Unless UKU Connect expressly agrees otherwise in writing, UKU Connect shall not be responsible for ensuring that Customer websites, databases and software applications are secure against hacker attacks and exploits or malicious software infections.
7.5 All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.
The Customer hereby indemnifies UKU Connect, and undertakes to keep UKU Connect indemnified, against any and all liabilities, losses, damages, costs and expenses (including legal expenses and amounts paid in settlement of any legal claim) arising in connection with, or directly or indirectly out of, any breach by the Customer of any term of the Agreement.
9. Limitations and exclusions of liability
9.1 Nothing in the Agreement will:
(a) limit or exclude the liability of a party for death or personal injury resulting from negligence;
(b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
(c) limit any liability of a party in any way that is not permitted under applicable law; or
(d) exclude any liability of a party that may not be excluded under applicable law, and if the Customer is a consumer, any mandatory statutory rights that the Customer has as a consumer will not be excluded by the Agreement.
9.2 The limitations and exclusions of liability set out in this Clause 9 and elsewhere in the Agreement:
(a) are subject to Clause 9.1; and
(b) govern all liabilities arising under the Agreement or in relation to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.
9.3 UKU Connect will not be liable to the Customer in respect of any loss of profits, income, revenue, use, production or anticipated savings.
9.4 UKU Connect will not be liable to the Customer for any loss of business, contracts or commercial opportunities.
9.5 UKU Connect will not be liable to the Customer for any loss of or damage to goodwill or reputation.
9.6 UKU Connect will not be liable to the Customer for any losses arising out of a Force Majeure Event.
9.7 Unless the Customer is a consumer, UKU Connect will not be liable to the Customer in respect of any special, indirect or consequential loss or damage.
9.8 Unless the Customer is a consumer, UKU Connect will not be liable to the Customer in respect of any loss or corruption of any data, database or software.
9.9 Unless the Customer is a consumer, UKU Connect's liability to the Customer in relation to any event or series of related events commencing during the 12 month period following the Effective Date will not exceed the greater of:
(a) GBP 500; and
(b) an amount equal to the aggregate of the Charges that are or will be paid and payable by the Customer to UKU Connect under the Agreement during that period, assuming the Agreement continues in force to the end of that period.
9.10 Unless the Customer is a consumer, UKU Connect's liability to the Customer in relation to any event or series of related events commencing after the 12 month period following the Effective Date will not exceed the greater of:
(a) GBP 500; and
(b) the total amount paid and payable by the Customer to UKU Connect under the Agreement during the 12 month period immediately preceding the event or events giving rise to the claim.
10.1 UKU Connect will:
(a) keep confidential and not disclose the Customer Confidential Information to any person save as expressly permitted by this Clause 10; and
(b) protect the Customer Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
10.2 The Customer will:
(a) keep confidential and not disclose UKU Connect Confidential Information to any person save as expressly permitted by this Clause 10; and
(b) protect UKU Connect Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
10.3 Confidential Information of a party may be disclosed by the other party to that other party's officers, employees, agents, sub-contractors, insurers and professional advisers, provided that the recipient is bound in writing or by a professional obligation to maintain the confidentiality of the Confidential Information disclosed.
10.4 The obligations set out in this Clause 10 shall not apply to:
(a) Confidential Information that is publicly known (other than through a breach of an obligation of confidence);
(b) Customer Confidential Information that is in possession of UKU Connect prior to disclosure by the Customer, and UKU Connect Confidential Information that is in possession of the Customer prior to disclosure by UKU Connect; or
(c) Customer Confidential Information that is received by UKU Connect, and UKU Connect Confidential Information that is received by the Customer, from an independent third party who has a right to disclose the relevant Confidential Information.
10.5 The restrictions set out in this Clause 10 shall not prevent any disclosure of Confidential Information that is required by law, or by a governmental authority, stock exchange or regulatory body, provided that the party subject to such disclosure requirement gives to the other party prompt written notice of the disclosure requirement, where permitted by law to do so.
11. Data protection
11.1 The Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to UKU Connect under the Agreement, and that the processing of that Personal Data by UKU Connect for the purposes of and in accordance with the terms of the Agreement will not breach any applicable laws (including the Data Protection Act 1998).
11.2 UKU Connect warrants that:
(a) it will act only on instructions from the Customer in relation to the processing of any Personal Data performed by UKU Connect on behalf of the Customer; and
(b) it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing, and against loss or corruption, of Personal Data processed by UKU Connect on behalf of the Customer.
12.1 Either party may terminate the Agreement at any time by giving at least 30 days' written notice to the other party, providing that:
(a) the date of effective termination must fall after the end of any minimum Agreement period specified in an applicable Schedule, Service Description or Quotation; and
(b) no Ongoing Services are provided under the Agreement.
12.2 If Ongoing Services are provided under the Agreement, either party may terminate the Agreement by giving written notice to the other party, in which case the Agreement will terminate at the end of the Contract Month immediately following the Contract Month in which notice of termination was given, providing that the date of effective termination must fall after the end of any minimum Agreement period specified in an applicable Schedule, Service Description or Quotation.
12.3 Either party may terminate the Agreement immediately by giving written notice to the other party if the other party:
(a) commits any material breach of any term of the Agreement, and:
(i) the breach is not remediable; or
(ii) the breach is remediable, but the other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so; or
(b) persistently breaches the terms of the Agreement.
12.4 UKU Connect may terminate the Agreement immediately by giving written notice to the Customer if the Customer fails to pay any amount due to be paid to UKU Connect under the Agreement or any other contract between the parties by the due date.
12.5 Either party may terminate the Agreement immediately by giving written notice to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting, or makes or proposes to make any arrangement or composition, with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up; or
(d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.
13. Effects of termination
13.1 Termination of the Agreement will not affect either party's accrued rights (including accrued rights to issue invoices and rights to be paid) as at the date of termination.
13.2 Subject to Clause 13.1, upon termination all the provisions of the Agreement will cease to have effect, save that:
(a) the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 5.1, 5.2, 8, 9, 10, 13, 14, 17 and 18; and
(b) the provisions of the Schedules and Quotations expressed to survive and continue to have effect will do so (in accordance with their terms or otherwise indefinitely).
13.3 If the Agreement is terminated by UKU Connect under Clause 12.1 or 12.2 or by the Customer under Clause 12.3 or 12.5 (but not in any other case) the Customer will:
(a) be entitled to a refund of any Charges paid by the Customer to UKU Connect in respect of any Services which were to be performed after the date of effective termination; and
(b) be released from any obligation to pay any Charges otherwise payable by the Customer to UKU Connect in respect of any Services which were to be performed after the date of effective termination, such amount or amounts to be calculated by UKU Connect using any reasonable methodology.
13.4 Save as provided in Clause 13.3, the Customer will not be entitled to any refund of Charges on termination, and will not be released from any obligation to pay Charges to UKU Connect.
The Customer will not, without UKU Connect's prior written consent, during the Term or for a period of 6 months after the end of the Term, directly or indirectly, either for itself or for any other person, firm or company, solicit for employment any employee or contractor of UKU Connect involved in the performance of the Services.
15. Distance contracts and consumer rights
15.1 This Clause 15 sets out the rights that consumers may have, in relation to the Agreement, under the Consumer Protection (Distance Selling) Regulations 2000.
15.2 This Clause 15 applies if and only if the Customer enters into the Agreement:
(a) as a consumer; and
(b) using any means of distance communication.
15.3 Where this Clause 15 applies, the Customer may cancel the Agreement at any time within 7 working days, beginning on the day after the Agreement comes into force, providing that UKU Connect has not begun the provision of the Services with the agreement of the Customer during that period.
15.4 The Customer hereby agrees that UKU Connect may begin the provision of the Services before the end of the period referred to in Clause 15.3.
15.5 If the Customer cancels the Agreement in accordance with this provision, the Customer will receive a full refund of the Charges paid in respect of the Agreement (if any).
15.6 UKU Connect will usually refund any money owed to the Customer using the same method used by the Customer to make payment. UKU Connect will process the refund due to the Customer as soon as possible and, in any case, within 30 days of the day UKU Connect receives the Customer's valid notice of cancellation. The notice of cancellation may be sent to UKU Connect at the postal address set out on the UKU Connect Website from time to time.
16.1 Any notice given under the Agreement must be in writing (whether or not described as a "written notice" in the Agreement) and must:
(a) in the case of notices sent by the Customer to UKU Connect, be submitted to UKU Connect using the support system on the UKU Connect Website or sent to UKU Connect by email; and
(b) in the case of notices sent by UKU Connect to the Customer, be delivered personally, sent by courier, sent by post or sent by email to the address or email address provided by the Customer to UKU Connect in the Customer's account settings on the UKU Connect Website.
16.2 Notices sent by the Customer to UKU Connect by email shall only be effective if and when UKU Connect sends to the Customer a written acknowledgement of receipt of the email notice.
16.3 Subject to Clause 16.2, a notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):
(a) if the notice is sent using the support system on the UKU Connect Website, upon receipt of the relevant notice by UKU Connect;
(b) if the notice is delivered personally or sent by courier, at the time of delivery;
(c) if the notice is sent by post, 48 hours after posting; and
(d) if the notice is sent by email, at the time of the transmission (providing that the sending party retains written evidence of the transmission).
17.1 The Agreement may not be varied except:
(a) if the Agreement has an indefinite Term or the Term is subject to automatic renewal, by UKU Connect giving written notice of the variation to the Customer, providing that the Customer must have the opportunity of terminating the Agreement under Clause 12.1 or 12.2 or in accordance with the terms of the Schedules before the variation takes effect;
(b) by a written document signed or otherwise agreed in writing by or on behalf of each of the parties; or
(c) as expressly set out in the other provisions of the Agreement.
17.2 UKU Connect may change any Service Description set out on the UKU Connect Website by publishing an amended specification, and the relevant Services under the Agreement will be changed accordingly from the date of publication of the changed Service Description.
17.3 UKU Connect may change any Service Description agreed in a Quotation by giving to the Customer written notice of the change, providing that:
(a) the Service Description is not in respect of web design or development services; and
(b) any change made under this Clause 17.3 must not have a material negative effect on the value of the relevant Services to UKU Connect's customers generally.
17.4 Unless the parties expressly agree otherwise:
(a) any new arrangement entered into between the parties for the provision of services by UKU Connect to the Customer shall be deemed to be a new contract, and not a variation of the Agreement; and
(b) such contracts shall not affect the parties' obligations under the Agreement.
18.1 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
18.2 If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
18.3 Nothing in the Agreement will constitute a legal partnership, agency relationship or contract of employment between the parties.
18.4 The Customer hereby agrees that UKU Connect may freely assign any or all of its rights and/or obligations under the Agreement to any Related Entity of UKU Connect or any successor to all or a substantial part of the business of UKU Connect from time to time; providing that, if the Customer is a consumer, such action must not reduce the guarantees benefiting the Customer under the Agreement. The Customer may not, without the prior written consent of UKU Connect, assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any rights or obligations under the Agreement, such consent not to be unreasonably withheld.
18.5 UKU Connect may subcontract any of its obligations under the Agreement to any third party.
18.6 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
18.7 Subject to Clause 9.1:
(a) the Agreement constitutes the entire agreement between the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties in respect of that subject matter; and
(b) neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.
18.8 The Agreement will be governed by and construed in accordance with the laws of England; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.