salesorder.com Terms and Conditions

Salesorder.com Terms & Conditions By clicking the 'confirm order' button, you give your acceptance to the terms of the Agreement Where you accept these terms on behalf of a company or other legal person, you warrant and represent that you are fully authorised by that company or person to enter into the Agreement.
1.	Definitions and interpretation
1.1	In these Terms:
	'we' means Salesorder Ltd, a limited company incorporated in England and Wales (registration number 05836428) having its registered office at C/O Pitmans Solicitors, 47 Castle Street, Reading, Berkshire RG1 7SR (and 'us' and 'our' will be construed accordingly); and
	'you' means the company, partnership, sole trader or other person specified in as our customer on the Registration Form (and 'your' will be construed accordingly).
1.2	In these Terms:
	'Affiliate' means a company, firm or individual that Controls, is Controlled by, or is under common Control with the relevant company or firm;
	'Affiliate' means a company, firm or individual that Controls, is Controlled by, or is under common Control with the relevant company or firm;
	'Agreement' means the agreement between the parties incorporating these Terms and the Registration Form, and any amendments to it from time to time;
	'Authorised User' means your employees, officers and independent contractors who are authorised by us to use the System;
	'Billing Period' means the period selected by you (in your System account) for payment of the Charges (which may be a Month or such multiple of a Month as is permitted by the System) and as varied by agreement between you and us from time to time;
	'Business Day' means any week day, other than a bank or public holiday in England;
	'Business Hours' means between 09:00 and 17:30 on a Business Day;
	'Charges' means the charges payable under Clause 7;
	'Confidential Information' means: any information supplied (whether supplied in writing, orally or otherwise) by us to you marked as 'confidential', described as 'confidential' or reasonably understood to be confidential; the financial terms of the Agreement; and Authorised Users' user names and passwords.
	'Control' means: the legal power to directly or indirectly control the management of a company, firm or other entity; the right to select the majority of the directors (or their equivalent) of a company, firm or other entity; and/or ownership of more than 50% of the voting shares in a company;
	and 'Controlled' will be construed accordingly;
	'Customer Data' means all data, information, documents, databases, software, and other works and materials provided by you for storage in and/or processing via the System;
	'Effective Date' means the date when we confirm to you that the Agreement has come into force by sending you an order confirmation, following your submission of the Registration Form and acceptance of the Agreement;
	'First Line Support Services' means support services provided in relation to the configuration of the System and/or the use of the System;
	'Force Majeure Event' means an event, or a series of related events, that is outside the reasonable control of the party affected (including hacker attacks, denial of services attacks and other malicious user attacks, virus and other malicious software attacks and infections, problems with the internet or a part of the internet, third party network communication problems, power failures, 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 registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and the 'intellectual property rights' referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
	'Master Administrator' means the person you appoint to be primarily responsible for communicating with us in relation to the Agreement, as specified in the Registration Form and updated from time to time by you in the System;
	'Month' means a calendar month (and 'Monthly' will be construed accordingly);
	'Monthly Charge' means the monthly charge published on our website on the Effective Date or on the date referred to in Clause 7.4(a) (in each case, plus VAT), which amount may be varied in accordance with Clause 7.10;
	'Personal Data' means personal data (within the meaning given to the phrase in the Data Protection Act 1998) comprised in the Customer Data;
	'Registration Form' means the HTML form(s) completed by you as part of the process of applying to receive the Services under the Agreement;
	'Second Line Support Services' means support in relation to faults and errors in the System, the interoperability of the System with any Third Party System, and other technical issues (excluding First Line Support Services);
	'Services' means the services supplied by us to you under the Agreement, including the provision of access to the System and the Support Services;
	'STA' means a Salesorder Trusted Advisor;
	'Support Services' means First Line Support Services and/or Second Line Support Services;
	'System' means our Salesorder software provided as a service under this Agreement as updated from time to time, and where the context permits any part of such service;
	'Terms' means these terms and conditions; and
	'Third Party System' means any third party software, computer program, application, website, resource or other system.
1.3	In the Agreement, a reference to a statute or statutory provision includes a reference to: that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and any subordinate legislation made under that statute or statutory provision.
1.4	The Clause headings do not affect the interpretation of the Agreement.
1.5	In the Agreement, 'persons' include companies, partnerships, limited liability partnerships, unincorporated associations and trusts.
1.6	The ejusdem generis rule is not intended to be used in the interpretation of the Agreement; it follows that a general concept or category utilised in the Agreement will not be limited by any specific examples or instances utilised in relation to such a concept or category.
2.	Term
2.1	The Agreement will come into force on the Effective Date and will continue in force indefinitely (or, where you are using the System on a free trial basis, until the end of you free trial period) unless and until terminated in accordance with Clause 15.
2.2	Delivery of the Services will commence on the Effective Date.
3.	System
3.1	We hereby grant to you, subject to the terms and conditions of the Agreement, a non-exclusive, non-transferable, licence to allow Authorised Users to access and use the System via the internet from anywhere in the world solely for your own internal business purposes during the term of the Agreement.
3.2	We will provide you with access to a specified number of Authorised Users accounts. Each Authorised User account will be associated with a particular individual.
3.3	You may from time to time: reassign Authorised User accounts to other individuals (who are your employees, officers or independent contractors) using the System; delete Authorised User accounts using the System; and subject to payment of the applicable Charges, add Authorised User accounts using the System.
3.4	The System will store the Customer Data, subject to such limits as we may specify from time to time.
3.5	We will arrange for the regular back-up of the Customer Data and your System configuration. Under normal operating conditions, such back-ups will usually be made at least once every few minutes. We will arrange for the storage of only the latest back-up of the Customer Data and your System configuration.
3.6	You acknowledge that from time to time we may need to shut down the System for the purposes of emergency or scheduled maintenance or upgrades. We will use reasonable endeavours to seek to ensure that scheduled maintenance and upgrades involving the shut-down of the System will be performed outside Business Hours (or, if you are outside the UK, outside business hours in your home jurisdiction).
3.7	We may, as part of or in connection with the Services, provide links to, or refer you to, Third Party Systems. You acknowledge that any such link or referral will not constitute a recommendation, and that you are solely responsible for your use of Third Party Systems and dealings in relation to Third Party Systems.
4.	Support Services
4.1	We will make available an online helpdesk, operational during Business Hours, for the purpose of providing Support Services.
4.2	You must make all requests for Support Services through the helpdesk, and all such requests must include as full an explanation as is reasonably possible of the issue giving rise to the request.
4.3	In relation to First Line Support Services, we will either: appoint a STA to provide First Line Support Services (in which case we will use commercially reasonable endeavours to ensure that the STA resolves the issue raised); or ourselves use commercially reasonable endeavours to resolve the issue raised.
4.4	In relation to Second Line Support Services, we will use commercially reasonable endeavours to resolve the issue raised.
4.5	We will have no obligation to provide Support Services to you where you are using the Services on a free trial basis.
4.6	From time to time we may agree to provide additional services to you outside the scope of those services specified in the Agreement. The provision of such additional services will be subject to the payment of additional charges (to be agreed between you and us).
5.	Customer obligations
5.1	You will provide to us, or procure for us, any: support and advice; information and documentation; third party co-operation; licences of third party Intellectual Property Rights; and governmental, legal or regulatory licences, consents or permits; reasonably necessary to enable us to discharge our obligations under the Agreement.
5.2	You will ensure that all information that we hold about you is true, accurate, complete, current and not misleading (at all times during the term of the Agreement).
5.3	You will ensure that all instructions in relation to the Agreement and notices under the Agreement will be given to us by the Master Administrator, and we: may treat all such instructions as the fully authorised instructions of you; and reserve the right not to comply with any other instructions in relation to the Agreement without first obtaining the consent of the Master Administrator.
5.4	You will not take any action or do any thing which would or would be likely to damage our reputation or goodwill, or bring us into disrepute.
5.5	You must not access the System by any means other than through the interface(s) provided to you by us.
5.6	You must immediately notify us of any security breach relating to the System (including any unauthorised use of any password or account, and any theft of any account and security information).
5.7	You must not use the System to provide services to any third party without our prior written consent.
5.8	You must not resell the System.
5.9	You must not (and must not attempt to) reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form the System or any part thereof, except as mandated by applicable law.
5.10	You must not use the System: in any way which is unlawful, illegal, fraudulent or harmful; or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
5.11	You must not use the System in any way that causes, or may cause, damage to the System or impairment of the availability or accessibility of the System, or any of the areas of, or services on, the System.
5.12	You must not attempt to gain unauthorised access to the System or to any other computer system owned or operated by us.
5.13	You will not use the System in or in connection with any business or operation that competes with our business, or for the purpose of conducting any research or testing for the purposes of such a business or operation.
5.14	You must not impersonate any other person when using the System or in connection with your use of the System.
5.15	You must not publish or republish the System or include the System in a 'frame' or 'mirror' incorporate the System into any other internet based system or service.
5.16	You must notify us in advance if you fall within the Control of a competitor of ours or a person who competes with us.
5.17	You must ensure that all Authorised Users, and all your employees, officers and independent contractors, and all persons within your power or control, comply with the provisions of Clauses 5 and 6 of the Agreement.
6.	Customer Data
6.1	You warrant, represent and undertake that you will not use the System to store, host, copy, distribute, display, publish, promote, transmit or send Customer Data which: is illegal or unlawful; infringes a third party's legal rights; or could give rise to legal action against you or us or a third party; in each case under any applicable law.
6.2	Without prejudice to the generality of Clause 6.1, you warrant, represent and undertake that Customer Data (and its use on the System) will not: be libellous or maliciously false; be obscene or indecent; infringe any Intellectual Property Rights; infringe any rights of confidence, rights of privacy, or rights under data protection legislation; constitute negligent advice or contain any negligent statement; constitute an incitement to commit a crime; be in contempt of any court, or in breach of any court order; be in breach of racial or religious hatred or discrimination legislation; be blasphemous; be in breach of official secrets legislation; or be in breach of any contractual obligation owed to any person.
6.3	You must not use the System to transmit or send unsolicited commercial communications.
6.4	You must not use the System to store, host, copy, distribute, display, publish, promote, transmit or send any software, programs, routines, applications or technologies that will or may negatively affect the performance of a computer or network, or introduce security risks to a computer or network (including viruses, Trojans and rootkits).
6.5	If we reasonably suspect that Customer Data may: breach the terms of the Agreement; or cause damage or loss to us, any other person, the System or any other computer system; we may remove the relevant Customer Data from the System.
6.6	Subject to Clause 16.3, we have no obligation to retain your Customer Data following the date of effective termination of the Agreement.
7.	Charges and payment
7.1	You will pay the Charges to us in accordance with this Clause 7 (save where you are benefiting from a free trial of the System).
7.2	Subject to Clauses 7.3 and 7.4, Charges in respect of any Billing Period will be equal to: multiplied by the Monthly Charge applicable at the commencement of the Billing Period multiplied by the number of Months during the Billing Period.
7.3	Where an Authorised User licence is cancelled during a Billing Period, the Authorised User licence will be considered 'active during the Billing Period' for the purposes of this Clause 7.2 (and no refund will be payable to you).
7.4	Where an Authorised User licence is added during a Billing Period: the relevant Monthly Charge in respect of that licence will be the Monthly Charge applicable at the point in time when the licence is ordered; and the Charge payable by you in respect of that licence will be pro-rated by us (using any reasonable methodology) to reflect the amount of the Billing Period remaining at the point in time when the licence becomes active.
7.5	Charges will be payable in advance upon the following dates: Charges in respect of Authorised User licences available from the start of a Billing Period will be automatically collected using your credit or debit card details upon, or within 2 Business Days before, the start of the relevant Billing Period; and Charges in respect of Authorised User licences added during a Billing Period will be collected using your credit or debit card details as soon as you apply for the additional licences.
7.6	We will issue VAT invoices for the Charges at the start of each Billing Period.
7.7	All amounts stated in or in relation to the Agreement are (unless the context requires otherwise) stated exclusive of all sales, value-added, withholding and other taxes and duties which will be payable by you (except for taxes payable on our net income, which will be payable by us).
7.8	You must inform us within 30 days of receipt of the relevant invoice if you believe you have been incorrectly billed.
7.9	If you do not pay any amount properly due to us under or in connection with the Agreement, we may charge you: interest on the overdue amount at the rate of 8% per year above the base rate of Barclays Bank Plc from time to time (which interest will accrue daily until the date of actual payment, be compounded quarterly, and be payable on demand); and the full costs and expenses incurred by us in relation to the collection or attempted collection of any overdue amount under the Agreement (including legal fees and the fees of any debt collection agency we may instruct) on an indemnity basis.
7.10	We may elect to vary the Monthly Charges by giving to you not less than 30 days' written notice of the variation expiring at the end of any Billing Period.
8.	Additional warranties and warranty limitations
8.1	We warrant to you that: we have the legal right and authority to enter into and perform our obligations under the Agreement; and the Services will be performed with reasonable care and skill.
8.2	You warrant to us that: you have the legal right and authority to enter into and perform your obligations under the Agreement; all information provided to us when you on our online registration form is true, accurate, complete, current and not misleading; you are not a competitor of ours and do not compete with us.
8.3	All of the parties' liabilities and obligations 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 warranties, conditions or other terms concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.
8.4	Without prejudice to the generality of Clause 8.4, and to the extent permitted by applicable law, we do not guarantee, warrant or represent that: the Services will meet your expectations or requirements; the System will be error-free; the Services and the System will be uninterrupted; the System will be compatible or interoperable with any Third Party System; the Services will result in cost savings, revenue increases or profits; the System will be free from viruses and other malicious software programs; the System will comply with, or will assist you to comply with, any applicable laws or regulations; and the Services or the System will be fit for any particular purpose.
9.	Intellectual Property Rights
9.1	You hereby grant to us a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and otherwise use the Customer Data for the purposes of fulfilling our obligations, and exercising our rights, under the Agreement.
9.2	You acknowledge that the software comprised in the System is provided as a service, and is not licensed to you. Accordingly, and subject to Clause 3.1, nothing in the Agreement will constitute an assignment or license of any copyright or other Intellectual Property Rights from us to you.
10.	Limitations of liability
10.1	Nothing in the Agreement will exclude or limit the liability of either party for death or personal injury caused by that party's negligence fraud or fraudulent misrepresentation on the part of that party; any other liability which may not be excluded or limited under applicable law.
10.2	Subject to Clause 10.1, our liability to you under or in connection with the Agreement or any collateral contract, whether in contract or tort (including negligence), will be limited as follows: we will not be liable for any: pure economic loss, or loss of profits, revenue, income or anticipated savings; reputational damage, damage to goodwill or other intangible loss or damage; loss of any contract or commercial opportunity; or special, punitive, exemplary, indirect, incidental or consequential loss or damage; we will not be liable for any losses arising out of a Force Majeure Event; our liability in relation to any event or series of related events will not exceed the total amount paid or (if greater) payable by you to us under the Agreement during the 3 month period immediately preceding the event or events giving rise to the claim; we will not be liable in relation to any loss or damage to you arising out of the use of a Third Party System; we will not be liable for any loss, alteration or corruption of, or damage to, Customer Data.
10.3	Without prejudice to Clause 10.2(e) and subject to Clause 10.1, in the event of any loss, alteration or corruption of, or damage to, Customer Data, in respect of which we are liable, the Customer's exclusive remedy will be for us to use commercially reasonable efforts to restore the relevant Customer Data from the latest back-up.
11.	Indemnity
	You agree to defend, indemnify, keep indemnified and hold harmless, us, our officers, employees, Affiliates and sub-contractors, from and against any and all claims, losses, liability, costs and expenses (including legal fees and amounts paid by us in settlement of claims upon the advice of our legal advisers) arising from: any breach by you of any term of the Agreement; any breach by you of any applicable laws or regulations; any infringement by you of any third party Intellectual Property Rights or other legal rights.
12.	Confidentiality and publicity
12.1	Subject to Clause 6.5, we will not access or allow any third party to access your Customer Data unless: we have your prior written consent (including consent by email); we are required to do so under any applicable law or regulation or pursuant to any judicial or governmental request or order; we reasonably suspect that the Customer Data may breach the terms of this Agreement; or we reasonably suspect that the Customer Data may cause damage or loss to us, any other person, the system or any other computer system.
12.2	You will keep confidential the Confidential Information, and will not disclose that Confidential Information except as expressly permitted by this Clause 12.
12.3	You will protect the confidentiality of the Confidential Information using at least reasonable security measures.
12.4	The Confidential Information may be disclosed by you to your officers, employees and professional advisers, provided that each recipient is legally bound to protect the confidentiality of the Confidential Information.
12.5	These obligations of confidentiality will not apply to Confidential Information that: has been published or is known to the public (other than as a result of a breach of the Agreement); is known to you, and can be shown by you to have been known to you, before disclosure by us; or is required to be disclosed by law, or by an order (binding upon the relevant party) of a competent governmental authority, regulatory body or stock exchange.
12.6	You agree that we may make public disclosures (including press releases, public announcements and marketing materials) relating to the Agreement (including about the fact that you are a client of ours).
13.	Data protection
13.1	You warrant that it you have the legal right to disclose all Personal Data that you do in fact disclose to us under the Agreement, and that the processing of that Personal Data by us 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).
13.2	We warrant that: we will act only on instructions from you in relation to the processing of any Personal Data performed by us on behalf of you; and we have in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of Personal Data and against loss or corruption of Personal Data processed by us on behalf of you.
14.	Suspension of Services
	Without prejudice to our other rights under the Agreement, if you breach the Agreement in any way (including any failure to pay to us any amount due under the Agreement in full and on time), or if we reasonably suspect that you have breached the Agreement in any way, we may suspend your access to the System and Services while we investigate the matter and/or pending resolution of the matter.
15.	Cancellation policy
15.1	Either party may terminate the Agreement at any time by giving at least 30 days' written notice to the other party expiring at the end of any Billing Period.
15.2	Either party may terminate the Agreement immediately by giving written notice to the other party if the other party commits any material breach of any term of the Agreement, and: the breach is not remediable; or the breach is remediable, but other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so; and for the purposes of this Clause 15.2 any breach by you of Clause 5, 6, 8 or 12 will be deemed to be a material breach of the Agreement.
15.3	Either party may terminate the Agreement immediately by giving written notice to the other party if: the other party is dissolved, ceases to conduct all (or substantially all) of its business, is or becomes unable to pay its debts as they fall due, is or becomes insolvent or is declared insolvent, or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party; an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement); or (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.
15.4	We may terminate the Agreement immediately at any time by giving written notice to you if: you fail to pay in full and on time any amount due to us whether due under the Agreement or otherwise; you fall within the Control of a competitor of ours or a person who competes with us; or you are using the System on the basis of free trial access.
15.5	If we are providing the Services to you as part of a free trial, we may terminate the Agreement at any time by giving you written notice of termination.
16.	Effects of cancellation and refunds
16.1	Upon termination all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 7.7, 10, 11, 12.1 to 12.5, 16, 17 and 21.
16.2	Termination of the Agreement will not affect either party�s accrued rights (including accrued rights to be paid) as at the date of termination.
16.3	Save where the Agreement is terminated by us under Clause 15.2, 15.3 or 15.4 or where you are using the System on a free trial basis, within 30 days following the date of effective termination of the Agreement, we will provide to you a file containing all the Customer Data that we held as at the date of termination of the Agreement.
16.4	Within 30 days following the date of effective termination of the Agreement, you must: return to us or dispose of as we may instruct all documents and materials containing Confidential Information; and irrevocably delete from your computer systems all our Confidential Information.
16.5	Subject to Clause 10.1, we will not have any obligation to refund any Charges to you upon the termination of the Agreement.
17.	Non-solicitation
	You will not, without our prior written consent, either during the term of the Agreement or within 6 months after the date of effective termination of the Agreement, engage, employ or otherwise solicit for employment any employee or contractor of ours who has been involved in the Agreement or the performance of the Services.
18.	Force Majeure Event
	Where a Force Majeure Event gives rise to a failure or delay us performing our obligations under the Agreement, those obligations will be suspended for the duration of the Force Majeure Event.
19.	Notices
19.1	Save as expressly provided in the Agreement, any notice given under the Agreement must be in writing (whether or not described as 'written notice' in the Agreement) and must be: delivered personally; or sent by pre-paid first class post (if within the UK) or by airmail (if sent internationally); for the attention of the relevant person, and to the relevant address: given below in our case, or specified on the Registration Form or in the billing information section of the System in your case (or as otherwise notified by one party to the other in accordance with this Clause). Person: General Counsel Address: Salesorder Limited c/o Pitmans Solicitors 47 Castle Street Reading Berkshire RG1 7SR Email address: legal@salesorder.co.uk
19.2	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): where the notice is delivered personally, at the time of delivery; and where the notice sent by first class post, 72 hours after posting; and where notices is sent by air mail, 5 Business Days after posting.
20.	Variation
20.1	We may vary any term of the Agreement by giving to you not less than 35 days' written notice of the variation expiring at the end of any Billing Period.
20.2	Subject to Clause 20.3, your continued use of the System and/or Services after the issue of a notice of variation will constitute your acceptance of the variation.
20.3	You acknowledge that, in the event that you do not agree to a variation, you may terminate the Agreement before the variation takes effect in accordance with Clause 15.1, and you agree that such termination will be your exclusive remedy in the event that you do not agree to a variation.
20.4	Subject to the preceding paragraphs of this Clause 20, any variation of the Agreement must be in writing and signed by or on behalf of each party.
20.5	For the avoidance of doubt, we may vary any element of the Services that is not a term of the Agreement without notice, consent or explanation.
21.	General
21.1	No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
21.2	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).
21.3	Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the parties.
21.4	Neither party will: incur, assume or create, or purport to incur, assume or create, any obligation, responsibility or liability, in the name or on behalf of the other party; or bind or purport to bind the other party in any manner whatsoever.
21.5	We may sub-contract the provision of any Services without your prior written consent; providing that if we do sub-contract the provision of any Services, we will remain liable to you for the performance of the sub-contracted obligations.
21.6	We may freely assign, transfer, sell, resell, charge, license, sub-license or otherwise dispose of or deal all or any subset of our rights and obligations under the Agreement without your consent and without giving you notice. You may not assign, transfer, sell, resell, charge, license, sub-license or otherwise dispose of or deal in the Agreement or any rights or obligations under the Agreement without our prior written consent.
21.7	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.
21.8	Subject to Clause 10.1: the Agreement will constitute 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; 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; and neither party will have any liability other than pursuant to the express terms of the Agreement.
21.9	The Agreement will be governed by and construed in accordance with the laws of England and Wales; and subject to Clause 21.10 the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.
21.10	Notwithstanding Clause 21.9, we may commence proceedings against you in connection with any dispute arising under or in connection with the Agreement in the courts of the jurisdiction where you are incorporated, established, or permanently resident, or where you have your principal place of business.

Salesorder.com Terms & Conditions