IMT Terms & Conditions
1.1 These Terms and Conditions (“Master Services Terms and Conditions”) shall apply to the provision of Services by the Internet Marketing Team (referred hereafter as IMT) to the Client.
1.2 If there is any conflict or ambiguity between these ‘Master’ Terms and Conditions and the Insertion Order, the Insertion Order shall take precedence.
2.1 In these Master Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Agreement” – means any agreement between the Parties which shall incorporate, and be subject to, an Insertion Order and the Master Terms and Conditions.
“Business Day” – means a day (excluding Saturdays) on which banks in London are open for the transaction of normal banking business.
“Client” – means any individual, firm or corporate body (which expression shall, where the context so admits, include its successors and assigns) which purchases services from IMT and whose details appear on an Insertion Order.
“Confidential Information” – means any and all information acquired by either party about the other party’s business and/or given by one party to the other party and/or generated by either party from the other party’s Confidential Information in the course of fulfilling their obligations under this Agreement. IMT’s Confidential Information includes any confidential information of Third Party Suppliers
“CPA” – means cost per action, where IMT generates a fee for every defined action.
“Credit Limit” – means the monetary sum specified as such on the Insertion Order.
“Deposit” – means any deposit set out on the Insertion Order
“Downtime” – means any and all time when the Website is not fully operational;
“Execution Date” – means the date of the Agreement as set out on the Insertion Order;
“Fees” – means the fees and charges payable by the Client under Clause 5 & 6 in accordance with the terms of payment;
“Field of Use” – as defined on the Insertion Order.
“Insertion Order” – means the order form setting out the services to be provided and other details concerning the relationship between IMT and the Client and which forms part of this Contract;
“Invoice Period” – means the period within which payment of a particular invoice must be made, as set out in on the Insertion Order;
“Keyword” – means a term or a word used to identify content in websites and which allows a search engine to index those websites and to rank those websites in decreasing relevance or popularity;
“Liability” – means actions, awards, costs, claims, damages, losses (including without limitation any direct or indirect consequential losses), demands, expenses, loss of profits, loss of reputation, judgments, penalties and proceedings and any other losses and/or liabilities;
“Live Date” – means the date upon which the Services will commence by IMT as set out on the Insertion Order;
“Management Fee” – means the fee model for Services where the basis for charging is a monthly fee set out on the Insertion Order
“Parties” – means IMT and the Client collectively, and each a “Party”
“PPC” – means pay per click advertising model, where payment is made for clicks
“SEO” – means Search Engine Optimisation, which is the task of improving a webpage or website’s ranking or visibility on the Traffic Providers
“Services” – means the services to be provided by IMT to the Client as set out in the Services Schedule;
“Payment” – means the schedule setting out the details of the Services on the Insertion Order;
“System” – means the combination of the Third party Suppliers’ hardware and software.
“3rd Party Supplier” – means those third party suppliers that provide or enable any part of the Services, as set out on the Insertion Order;
“Tracking” – means the analysis of visitor behaviour and the tracking of visitors to websites or Traffic Providers;
“Traffic Levels” – means the number of visitors to the Website;
“Traffic Providers” – means internet search providers and content, traffic and other providers including, but not limited to, Google, MSN, BING, Yahoo and Facebook;
“User Agreement” – means any terms and conditions of any Third Party Supplier applying to the Client as set out on the Third Party Supplier’s Website, as notified by IMT to the Client;
“VAT” – means value added tax chargeable under English law for the time being and any similar additional tax;
“Website” – means the Client’s website or websites as set out on the Insertion Order, and which shall include all sub-domains, lower level domains of the Website URL and variants;
2.2 Unless the context otherwise requires, each reference in these Master Terms and Conditions to:
2.2.1 “writing”, and any similar expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
2.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
2.2.3 a Clause or paragraph is a reference to a Clause of these Master Terms and Conditions.
2.3 The headings used in these Master Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Master Terms and Conditions.
2.4 Words imparting the singular number shall include the plural and vice versa.
2.5 References to any gender shall include the other gender.
3.1 The Client hereby appoints IMT as its exclusive provider of the Services and IMT hereby accepts the appointment on these Master Terms and Conditions.
3.2 With effect from the Live Date IMT shall, in consideration of the Fees being paid in accordance with the Terms of Payment, provide the Services to the Client.
3.3 Details of the Services will be as set out in the Services Schedule to the relevant Insertion Order.
3.4 In the event that the Live Date is not confirmed at the Execution Date, IMT will subsequently provide a Live Date to the Client.
3.5 IMT will use reasonable care and skill to perform the Services.
3.6 IMT shall use all reasonable endeavours to complete its obligations under the Agreement, but time will not be of the essence in the performance of these obligations.
3.7 IMT shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and IMT shall notify the Client in any such event.
3.8 IMT shall, if indicated on the Insertion Order, provide Reports to the Client at the frequency and in the format specified in the Services Schedule.
3.9.1 For all Services requiring Tracking, all actions, clicks or sales will be tracked by IMT using a Pixel. The reports generated by the Pixel by IMT will be used for all sales revenue reporting calculations to the Client.
3.9.2 Each visit to the Website by a unique visitor will generate a cookie. The Pixel will record each subsequent visit by that unique cookie to the Website.
3.9.3 The Pixel will only claim a chargeable sale if the sale occurs within the Cookie Period following the last recorded visit by the unique cookie to the Website
3.9.4 In the event that the Client disputes the reports generated by IMT, it shall provide notice to IMT not later than 7 days following receipt of the report. IMT will provide enhanced detail on the report in dispute within 7 days of such notice by the Client.
4. CLIENT OBLIGATIONS
4.1 The Client shall:
4.1.1 co-operate with IMT in all matters relating to the Services.
4.1.2 provide, in a timely manner, such in-put material and other information as IMT may require, and ensure that it is accurate in all material respects;
4.1.3 ensure that any third party previously providing services to it relating to the Services shall fully co-operate with IMT and, in particular, at all times shall hand over all relevant materials which are in its possession or provide all relevant information reasonably requested by IMT.
4.2 The Client shall not, during the continuance of the Agreement and unless otherwise agreed by IMT and set out on the Insertion Order, provide or procure Services that either compete with or have a material impact on the provision of Services by IMT.
4.3 The Client warrants that:
4.3.1 it will comply with the User Agreement as if it were incorporated into the Agreement. If there is any conflict between these Master Services Terms and Conditions and the terms of the User Agreement, then these Master Services Terms and Conditions shall prevail;
4.3.2 ownership, proprietary rights and all Intellectual Property Rights in all software supplied to the Client or otherwise available to the Client shall remain the property of IMT or its licensors. The Client agrees to comply with the terms of any agreement reasonably required by the owner of Intellectual Property Rights in all software supplied to or used by the Client for the protection of that software.
4.3.3 to the best of its knowledge, information and belief, all information supplied to IMT in relation to the supply of the Services will be accurate and in accordance with all laws, and does not violate any third party rights, including any third party Intellectual Property Rights and that it shall indemnify the Agency against all damages, losses and expenses arising as a result of any action or claim in this regard.
4.3.4 it shall provide at least 24 hours’ written notice to IMT of any changes to the Website that are likely to affect the Services;
4.3.5 it shall provide reasonable notice to IMT of any changes likely to impact on the delivery of the Services by IMT;
4.3.6 it shall maintain a backup of the Website, any underlying code, and all materials, information and intellectual property owned by it that are passed to IMT under this Agreement;
4.3.7 where IMT is providing Services that require Tracking, or the implementation of a Pixel to the Client, from the Live Date:
188.8.131.52 the Pixel will be placed on the Website correctly at all times;
184.108.40.206 the tracking system enabled by the Pixel may be used on the Website;
220.127.116.11 the Pixel will not be removed from the Website (or any of them) until, following termination or expiry, after the expiration of the Cookie Period;
18.104.22.168 it will notify IMT if the Pixel suffers any Pixel Downtime and that it will use best endeavours to ensure that it is fully operational again within one (1) hour of when the Pixel first became non-operational; and
22.214.171.124 it will notify IMT if the Website (or any of them) suffers any Downtime and that it will use best endeavours to ensure that it is fully operational again within two (2) hours of such Downtime commencing.
4.4 In the event that the Client fails to meet the time targets in either clause 126.96.36.199 or 188.8.131.52, it agrees that it will compensate IMT on the following basis:
(Average EPC for 30 days immediately before the Downtime or Pixel Downtime)
(Assumed Traffic Levels for the period of the Downtime or Pixel Downtime)
4.5 The average EPC for the period of Downtime or Pixel Downtime will be calculated by reference to the 30 days immediately preceding the period of Downtime or Pixel Downtime. If there is less than 30 days data at the time that the Downtime or Pixel Downtime occurs, then the Client will compensate IMT for its losses suffered as a result by paying IMT a sum equivalent to the assumed earnings for the period of the Downtime or Pixel Downtime.
4.6 Any Downtime or Pixel Downtime shall not be included in any calculations of IMT compliance with any agreed KPIs or service level metrics set out in the Services Schedule, if the inclusion of the Downtime and Pixel Downtime would adversely affect IMT’s level of compliance with the agreed KPIs or service level metrics. IMT’s entitlement to fees for PPC, SEO and Social services shall not be adversely affected by any Downtime or Pixel Downtime.
4.7 IMT White Label services and provision of our accreditation’s are provided on a strictly sole partner/ exclusivity basis. Failure to work on an exclusive basis shall be considered breach of agreement.
5.1 The Client agrees to pay the Fees in accordance with the Terms of Payment.
5.1.1 Where website design services include content creation, IMT will provide up to 450 words per page – 6p per word thereafter.
5.2 Fees shall be payable to Online Revolution Ltd for which Internet Marketing Team is the trading name.
6. INVOICING AND PAYMENT
6.1 IMT will invoice the Client at the Invoice Interval set out on the Insertion Order. All payments for IMT work must be received in advance of our start date.
6.2 All payments required to be made pursuant to the Agreement by either Party shall be made within the Invoice Period for the relevant invoice in cleared funds to such bank as the receiving Party may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as that Party is required to deduct or withhold by law.
6.3 The time of payment shall be of the essence. If the Client fails to make any payment on the due date then IMT may withhold or suspend future or current performance of the Services and performance under this agreement any other agreement with the Client.
6.3.1 We reserve the right to claim interest, compensation and reasonable costs under the Late Payment of Commercial Debts (Interest) Act 1998 and it is agreed that the term implied by that Act shall apply after any judgment as well as before. Any reference to the Late Payment of Commercial Debts (Interest) Act 1998 is also a reference to any amendment, modification or re-enactment of it. If for any reason the Late Payment of Commercial Debts (Interest) Act 1998 does not apply interest shall be payable on overdue amounts at 8% over the Bank of England Base Rate from time to time.
6.3.2 Without prejudice to our right to claim costs under the Late Payment of Commercial Debts (Interest) Act 1998, if for any reason any payment is not made when due we reserve the right to be paid on an indemnity basis any costs we incur in recovering any money due under this contract (and the costs of recovering such costs) including our administrative costs and any costs incurred with lawyers or debt collection agencies. Our administrative costs may include the cost of employing the staff concerned and the overheads attributable to them for the time spent. In calculating our administrative costs credit will be given for any compensation due under the Late Payment of Commercial Debts (Interest) Act 1998
6.4 With regards to all payments we require clients make payments via the paperless direct debit (PDD) facility GoCardless. Clients can pay via bank transfer but a 15% surcharge on the gross management fee will be applicable.
7.1 Each party undertakes that it shall not at any time during this agreement, and for a period of two years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 7.2.
7.2 Each party may disclose the other party’s confidential information:
7.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 7; and
7.2.2 as may be required by law, court order or any governmental or regulatory authority.
7.3 No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this agreement.
8. DATA OWNERSHIP AND PROTECTION
8.1 The Client acknowledges that data collected and stored by IMT and its Third Party Suppliers on behalf of IMT, remains the property of IMT.
8.2 IMT shall (and shall procure that any of its Staff involved in the provision of the agreement) comply with any notification requirements under the Data Protection Legislation and both parties will duly observe all their obligations under the Data Protection Legislation, which arise in connection with the agreement.
8.4 IMT agrees that any data account owned by the Client to which IMT has access during the provision of the Services, shall be returned to the Client at the termination or expiry of the Agreement.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 Unless otherwise indicated, the Client is the sole and exclusive owner of all Intellectual Property Rights in the Website.
9.2 The Client hereby grants to IMT a non-exclusive, non-transferrable, royalty free licence to use its Intellectual Property Rights within the Field of Use.
9.3 The Client hereby grants to IMT a non-exclusive, non-transferrable, royalty free licence to use its trade marks (Trade Marks) within the Field of Use.
9.4 In the event that IMT wishes to use the Trade Marks of the Client for any purposes outside the Field of Use, it must not do so without the prior written consent of the Client, such consent not to be unreasonably withheld.
9.5 By accepting the terms of this Agreement IMT hereby agrees that:
9.5.1 the Trade Marks of the Client shall remain the property of the Client unless and until the Client assigns the Trade Marks of the Client, to a third party;
9.5.2 nothing in the Agreement shall be deemed to confer any ownership rights in the Client’s Trade Marks to IMT; and
9.5.3 IMT shall not contest the validity of the Client’s Trade Marks.
9.6 The Client shall indemnify IMT against all damages, losses and expenses arising as a result of any action or claim of infringement of Intellectual Property Rights of a third party.
9.7 The Client acknowledges that, in respect of any third party Intellectual Property Rights, the Client’s use of any such Intellectual Property Rights is conditional on IMT obtaining a written licence from the relevant licensor on such terms as will entitle IMT to license such rights to the Client.
9.8 IMT shall be free to utilise for the benefit of its other clients any skill and/or know-how that it may develop or acquire in the performance of the Services.
9.9 Unless otherwise indicated, IMT shall be the sole and exclusive owner of any domain names which it registers and develops during the performance of the Services.
10.1 Either Party may terminate the Agreement by giving a period of 30 days notice in writing to the other Party if:
10.1.1 any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within 7 working days of the due date for payment;
10.1.2 the other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 30 days after being given written notice giving full particulars of the breach and requiring it to be remedied;
10.1.3 another party takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
10.1.4 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
10.1.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting there from effectively agrees to be bound by or assume the obligations imposed on that other Party under this Agreement);
10.1.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
10.1.7 the other Party ceases, or threatens to cease, to carry on business; or
10.1.8 control of the other Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement. For the purposes of this Clause 8, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
10.1.9 For the purposes of Clause 10.1.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
10.2 In the event that a Third Party Provider, which is essential to the provision of the Services by IMT, terminates its services with IMT, IMT can terminate this Agreement on reasonable notice to the Client.
10.2.1 All clients have an initial fixed contract period, thereafter clients enter into a rolling 30 day management contract. This rolling contact can be cancelled at any time and this should be done in writing for the attention of your account manager, upon receipt they will reply to confirm acceptance.
10.2.2 In the event of contract termination management fees due within the final 30 day cycle must be paid within 3 working days. Invoices that are outstanding beyond this period shall incur interest as per clause 6.3.1
10.3 IMT may suspend the management service or terminate the contract, or both, at any time without notice if the Customer materially breaches the Contract and, if the breach is capable of remedy, fails to put right the breach within a reasonable time of being asked by IMT to do so.
11. CONSEQUENCES OF TERMINATION
11.1 On termination of this agreement for any reason:
11.1.1 the Client shall immediately pay to IMT all of IMT’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, IMT may submit an invoice, which shall be payable immediately on receipt;
11.1.2 IMT will cease paying Traffic Providers at midnight on the day of the date of termination;
11.1.3 where a CPA model is being used, IMT will invoice the Client for any sales arising after termination or expiry which occur within the Cookie Period. If the Client fails to keep the Pixel fully operational on its Website until the expiration of the Cookie Period, the Client agrees that IMT may calculate a reasonably assumed sales rate and invoice the Client accordingly.
11.1.4 the Client will remove the Pixel once the Cookie Period has expired; and
11.1.5 where a Deposit was paid to IMT, it will repay the balance less any sums due as a result of termination of the Agreement, if any; and
11.1.6 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
12.1 Either Party may not sub-contract the performance of any of its obligations under the Agreement without the prior written consent of the other Party. Where either Party sub-contracts the performance of any of its obligations under the Agreement to any person with the prior consent of the other Party, the sub-contracting Party shall be responsible for every act or omission of the sub-contractor as if it were an act or omission of the sub-contracting Party itself.
12.2 Each party that has rights under this agreement is acting on its own behalf and not for the benefit of another person.
13.1 During this term of the Agreement, and for 12 months after termination or expiry, the Client will not, without the prior written consent of IMT, (whether on its own behalf, in conjunction with and/or on behalf of any individual and/or organisation in any capacity) directly and/or indirectly:
13.1.1 entice or attempt to entice away from employment with IMT any person who is an employee of IMT;
13.1.2 employ, engage and/or otherwise use the services of any individual who was an employee or representative of IMT during the preceding nine (9) months; and/or
13.1.3 assist, advise or give any information to enable a third party to engage in any of the activities stated in this Clause 13.1.
13.2 If any part of this Clause 13 is held to be void and/or unenforceable that part shall be struck out and the remainder of this Clause shall remain in full force and effect.
13.3 Any consent given by IMT in accordance with clause 13.1 shall be subject to the Client paying to IMT a sum equivalent to 20% of the then current annual remuneration of IMT’s employee, consultant or subcontractor.
14. LIABILITY AND INDEMNITY – THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
14.1 Nothing in these Conditions shall limit or exclude IMT’s liability for:
14.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
14.1.2 fraud or fraudulent misrepresentation;
14.2 Subject to clause 14.1:
14.2.1 IMT shall not under any circumstances whatsoever be liable for:
a) loss of profits; or
b) loss of business; or
c) depletion of goodwill and/or similar losses; or
d) loss of anticipated savings; or
e) loss of goods; or
f) loss of contract; or
g) loss of use; or
h) loss or corruption of data or information; and
i) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses;
14.2.2 IMT’s total liability in contract, 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 in all circumstances be limited to a figure no greater than the Fees paid for the Services in the previous twelve months, (or if 12 months have not elapsed, would be payable in twelve months).
14.3 IMT shall not be liable to the Client or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of IMT’s obligations if the delay or failure was due to any cause beyond IMTs reasonable control.
14.4 If IMT’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
14.4.1 IMT shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays IMT’s performance of any of its obligations;
14.4.2 IMT shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from IMT’s failure or delay to perform any of its obligations under the Agreement as set out in this clause 14.4; and
14.4.3 the Client shall reimburse IMT on written demand for any costs or losses sustained or incurred by IMT arising directly or indirectly from the Client Default.
14.5 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.
15. FORCE MAJEURE
15.1 Neither the Client nor IMT shall be liable for any failure or delay in performing their obligations under the Agreement where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
16.1 Unless otherwise stated in the Insertion Order, the Parties agree that all notices to be served under the Agreement shall be in writing and may be sent by email to each Parties’ address as listed on the Insertion Order
16.2 Notices shall be deemed to have been duly given:
16.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
16.2.2 when sent, if transmitted by fax or e-mail and a successful transmission report or return receipt is generated; or
16.2.3 on the second business day following mailing, if sent by first class postage;
16.3 Service of any document for the purposes of any legal proceedings concerning or arising out of the Agreement shall be effected by either Party by causing such document to be delivered to the other Party at its registered or principal office, or to such other address as may be notified to one Party by the other Party in writing from time to time. Service under this clause 18.3 may not be given by email or facsimile.
17. DISPUTE RESOLUTION
17.1 If any dispute arises in connection with this agreement, IMT’s Manager and the Client’s Manager shall, within 7 days of a written request from one party to the other, meet in a good faith effort to resolve the dispute.
17.2 The arrangement to resolve the dispute via a meeting will not prevent the parties commencing or continuing court proceedings.
18.1 VARIATION: Subject to the above, no variation of this agreement or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the parties.
18.2 WAIVER: A waiver of any right or remedy under this agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall preclude or restrict the further exercise of any such right or remedy.
18.3 CUMULATIVE REMEDIES: Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
18.4 SEVERANCE: If any provision of this agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the agreement, and the validity and enforceability of the other provisions of the agreement shall not be affected. If a provision of this agreement (or part of any provision) is found illegal, invalid or unenforceable, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties’ original commercial intention.
18.5 ENTIRE AGREEMENT: This agreement and any documents referred to in it constitute the entire agreement between the parties and supersede and extinguish all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of this agreement. Each party acknowledges that, in entering into this agreement and the documents referred to in it, it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this agreement or those documents. Each party agrees that its only liability in respect of those representations and warranties that are set out in this agreement or those documents (whether made innocently or negligently) shall be for breach of contract. Nothing in this clause shall limit or exclude any liability for fraud.
18.6 NO PARTNERSHIP OR AGENCY: Nothing in this agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
18.7 RIGHTS OF THIRD PARTIES: A person who is not a party to this agreement shall not have any rights under or in connection with it.
18.8 SURVIVAL OF TERMS: Termination of this Contract shall not affect any rights of the parties accrued up to the date of termination.
19. LAW AND JURISDICTION
19.1 These Master Services Terms and Conditions and the Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
19.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Master Services Terms and Conditions or the Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.