Terms

1. Nature of these terms

1.1. These terms shall apply to all services provided by Siftware, and supersede any previous terms.

1.2. Provision by Siftware of any services is conditional upon acceptance by the Client of these terms, which shall override all other terms, whether express, implied or otherwise, and including (but not limited to) terms, conditions or stipulations contained in any purchase order or other writing from the Client or otherwise stipulated by the Client, and which are at variance with or additional to these terms.

1.3. No other terms and no subsequent variation shall be binding unless specifically accepted in writing.

1.4. Siftware shall not be bound by the placing of an order until and unless Siftware has issued an Order Acceptance, or until performance of any services has commenced (whichever happens first).

2. Services

2.1. Siftware will provide such services as may be agreed (‘the Services’), so far as is reasonably practicable within any agreed timescale, and with all proper skill and care and in accordance with any relevant accepted standards, methodologies, and guidelines. Siftware’ method of work (including devising appropriate working strategies) will be Siftware’ own.

2.2. Siftware and its Consultants are professionals who will use their own initiative as to the manner in which the Services are delivered. Siftware will at all times take due consideration of the Client’s objectives, requirements and constraints and endeavour, where reasonably possible, and using all of its skill and judgement, to undertake the Services in such a way as to not detrimentally affect those objectives, requirements, constraints and endeavours. Siftware will determine the time and place at which it will carry out the Services, and neither it nor any Consultant engaged in performing the Services will be subject to control by the Client as to the nature, place, time or manner in which its services are to be provided. Siftware reserves the right to decide which personnel to deploy in providing the Services, and to make changes from time to time; Siftware does not make a commitment that the Services will be performed by any particular individual(s).

2.3. Where any Services are to be performed on the Client’s premises, the Client will afford to Siftware such access to the Client’s premises, facilities, documents, and systems, and such cooperation of the Client’s staff as may in Siftware’ opinion be reasonably necessary, and will ensure Siftware’ personnel have immediate access to any relevant Health and Safety policies, with which Siftware will make every reasonable effort to comply.

2.4. Where any Services are to be performed on Siftware’ premises, Siftware will provide for the use of its own staff engaged in performing Services such equipment as may reasonably be required for performing the Services, including (where necessary) adequate computer and voice- and data-communications equipment (save that the Client shall provide any necessary specialist equipment); the Client will provide all necessary access to the Client’s computer network at the appropriate level, including facilities for remote access where necessary.

2.5. The Client will nominate a representative having adequate knowledge of the project as the prime point of day to day contact for Siftware with the Client, and whom Siftware may accept as having authority to bind the Client on minor matters relating to any contract made under these terms; the Client may change its nominated representative at any time by written notice to Siftware.

2.6. Where any estimate of charges is given (whether for Services to be provided on a Fixed Price, or a Time and Materials basis), such estimate is provided by Siftware in good faith based on (a) information provided by the Client, and (b) the assumptions that any matters specified as dependencies or facilities to be provided by the Client in a letter of engagement will respectively be complied with and provided, and any equipment to be provided by the client is in fact provided in proper working order and functions correctly. Siftware reserves the right to adjust the estimate if the Client has failed to disclose or has misstated any information on which Siftware has relied in estimating its charges in any material particular, or if any matters specified as dependencies in a letter of engagement are not complied with, or if any facilities to be provided are not in fact provided, or if any equipment to be provided by the client is not in fact provided in proper working order or fails to function correctly.

2.7. Where it is agreed that the Services will be provided on a ‘Time and Materials’ basis, Siftware will keep accurate records of times spent and reimbursable expenses incurred; will produce them to the Client for inspection on request; and will ensure that all invoices are accompanied by a summary of all such times and expenses.

2.8. Where it is agreed that the Services will be provided on a ‘Time and Materials’ basis up to a maximum figure, Siftware does not (save as expressly stated) warrant that such maximum figure will be sufficient to complete the task(s) specified.

2.9. Siftware reserves the right to decline to provide any advice and assistance outside the scope of Services specifically agreed between the parties, even if Siftware may previously have provided such additional advice and assistance.

2.10. Siftware will not receive any undisclosed payment or benefit from any third party in connection with or in any way relating to the provision of the Services to the Client.

3. Copyright and Intellectual Property Rights

3.1 Unless explicitly stated in a signed letter of engagement (LoE) document provided by Siftware: any and all of the copyright, trade marks, trade names, patents and other intellectual property rights created, developed, subsisting or used in or in connection with any software or other deliverable produced under these terms (‘the Deliverable’) are and shall remain the sole property of Siftware; the Client shall not at any time or in any way question or dispute the ownership by Siftware thereof.

3.2. Unless explicitly stated in a signed LoE document provided by Siftware: the Client shall upon payment of Siftware’ fees and expenses have licence to use the Deliverable on the following terms:

3.2.1. The licence is non-exclusive, non-transferable, perpetual, worldwide, and royalty-free

3.2.2. The Client may use the Deliverable within the Client’s own business

3.2.3. Where the Deliverable is software, the licence includes the right to modify the software, provided that the Client acknowledges that if the software is modified other than by Siftware, Siftware cannot thereafter undertake to support the software

3.2.4. Any copyright statement and/or confidentiality notice on any Deliverable must be faithfully reproduced on all copies thereof.

3.2.5. The Client may not otherwise sublicense, transfer, or otherwise dispose of the right to use the Deliverable.

3.2.6. For the purposes of this clause, the term ‘Client’ includes any holding, subsidiary, or associated company of the Client.

3.3. Unless explicitly stated in a signed LoE document provided by Siftware:  Siftware warrants that it has full authority to grant such licence.

3.4. Unless explicitly stated in a signed LoE document provided by Siftware:  any other rights in the nature of Intellectual Property Rights arising in the course of the Services shall become and remain the property of Siftware.

3.5. Neither Siftware nor the Client will cause or permit anything which may damage or endanger any rights in the nature of Intellectual Property Rights belonging to the other (or the other’s title to such rights), and will not assist or allow others to do so;

3.6. The Client warrants that any specification design or instructions provided to Siftware for the purpose of any contract under these terms shall not cause Siftware to infringe rights in the nature of Intellectual Property Rights belonging to any third party, and the Client shall indemnify Siftware in full against all costs, charges, claims and expenses incurred directly or indirectly by Siftware as a result of any alleged such infringement (including the costs of defending such a claim on the indemnity basis).

4. Payment

4.1. Where payment is to be made on a time and materials basis:

4.1.1. Siftware may invoice monthly (unless otherwise specified)

4.1.2. Travel time may be charged

4.2. The Client will reimburse Siftware for all expenses of travelling and subsistence incurred in connection with the Services (including travelling expenses between Siftware and the Client’s respective offices), provided the incurring of such expenditure is either reasonable and necessary for the proper rendering of the Services, or has been specifically authorised by the Client; the Client shall not however be obliged to reimburse expenditure which is in excess of the stated limits in respect of the following items:

4.2.1. rail travel: First class

4.2.2. air travel: Business class

4.2.3. overnight accommodation: four star hotel

4.2.4. mileage: 40p per mile
Reimbursement shall be subject to the production of copies of vouchers or other evidence verifying such expenditure, where practicable.

4.3. The Client will raise (and use its best endeavours to resolve) any queries arising on Siftware’s expense invoices promptly.

4.4. The Client will reimburse Siftware for all materials purchased by Siftware and used, and for all third party services used, in the course of the Services, subject to authorisation.

4.5. The Client will pay Siftware’ fees and expenses plus VAT (where applicable) within 14 days of invoice (unless otherwise agreed).

4.6. The Client shall not be entitled to make deductions or deferments in respect of any disputes or claims whatsoever with or against Siftware (other than, where payment is to be made on a time and materials basis, as to the periods for which Services have actually been provided, the expenses actually incurred, or the reasonableness of those expenses), until and unless the same have been agreed.

4.7. If any of Siftware’s invoices becomes overdue:

4.7.1. the Client will pay interest on all sums overdue from date of invoice until date of payment at 2% per month or part month compounded with monthly rests, as well before as after any judgment, in addition to such fixed sums as would become payable if s1(1) of the Late Payment of Commercial Debts (Interest) Act 1998 were to apply; and

4.7.2. Siftware’ obligation to provide Services under any contract under these terms shall be suspended until all overdue sums (and any interest thereon) are paid, and any agreed timescale may at Siftware’ option be extended accordingly.

4.7.3. Whilst any payment due to Siftware is more than 7 days overdue, Siftware may terminate any contract under these terms forthwith by notice to the Client.

5. Internet Hosting Services

Where any Internet Hosting Services are provided, the following terms shall apply:

5.1. So far as is practicable the services will be available on a 24 hour 7 day basis; it is however technically impossible to provide a fault-free service, and the services are provided ‘as is’ and with any faults or failings and without any representation, warranty or guarantee whatsoever, express or implied, including without limitation any implied warranty of accuracy, completeness, quality, continuity of service, connectivity, merchantability, fitness for a particular purpose or non-infringement (other than warranties not lawfully capable of exclusion), and whilst Siftware will use reasonable efforts to ensure that they are available at all times and to keep unavoidable interruptions to a minimum, there will inevitably be times when the services are unavailable.

5.2. The Client acknowledges that, because of the nature of the Internet, there may be times when difficulty or delays are experienced either in accessing the Host Server from the Internet, or by any individual in securing a reliable connection to the Internet from which to access the Pages.

5.3. The Client undertakes that any material contained in or linked to its Website and (if applicable) contained in its discussion group, chat room or bulletin board (“Material”) must comply with the following basic standards, in relation to all applicable laws:

5.3.1. All information and activities must be legal, decent and honest

5.3.2. Data protection legislation must be adhered to in order personal information is not collected or traded or disclosed illegally

5.3.3. Distance selling requirements as relate to on-line activities must be complied with

5.3.4. All other trading standards and laws and regulations as the same apply from time to time

5.4. The Client will comply with generally accepted principles of Internet usage (whether governed by the laws of any jurisdiction or not) including:

5.4.1. refraining from sending “spam mail” (i.e. unsolicited mass communications)

5.4.2. not sending mail bombs, trojan horses, viruses or other disruptive programs or devices

5.4.3. not pirating or otherwise illegally copying software or other proprietary material

5.4.4. not violating the security of any Website or engaging in unauthorised decryption of protected material

5.5. The Client is solely responsible for the accuracy, legality, currency and compliance of its own Material and Website and will be solely liable for false, misleading, inaccurate, infringing or other actionable material contained or referred to therein.

5.6. The Client is solely responsible for maintaining the confidentiality and security of its Internet account and usage including use of its unique logon ID.

5.7. The Client acknowledges and agrees that Siftware may be required by a law enforcement agency to monitor Website content and traffic and if necessary give evidence of the same together with use of the logon ID to support or defend any dispute or actionable cause or matter which arises in relation to the same.

5.8. The Client agrees to indemnify and keep indemnified Siftware, their successors and assigns, and each of their respective directors, officers, employees and agents (collectively “Hosts”) from and against any and all liability, damages, losses, claims ( including reasonable legal fees) resulting in any way from its use of and from any Material posted on its Website, to its discussion groups or from any other matter relating to this Agreement including but not limited to use of the information contained on the Website, from discussion groups or arising from any introduction or collaboration resulting therefrom or otherwise arising from the Website.

5.9. The Client waives any right to bring any claim or action against the Hosts for any loss, damage or injury arising from use of the Website or any Material from the Website or from any relevant Code of Conduct.

5.10. The Client undertakes to comply with any relevant Code of Conduct of which it has been notified and acknowledges and agrees that Siftware is entitled at any time and without notice to remove the Website from its Server and/or bar access to the same in the event of any violation or alleged or suspected violation of such Code of Conduct or if otherwise authorised so to do by a competent law enforcement agency.

6. Domain names

6.1. Where services to be provided under these terms include the acquisition and/or hosting of internet domains:

6.1.1. Siftware will use reasonable endeavours to register domain names as agreed

6.1.2. Siftware will provide all necessary administrative services, including delegating that domain, and maintaining primary and secondary Domain Name Servers

6.1.3. No refund may be given once an order has been placed by Siftware with a third party for a domain name

6.1.4. You confirm and warrant that you are the owner of, or that you have been and are duly authorised by the owner to use, any trade mark or name requested or allocated as your Name.

6.1.5. You acknowledge that Siftware cannot guarantee that any Name you request will be available or approved for use.

6.1.6. We have the right to require you to select a replacement Name and may suspend the Service if, in our opinion, there are reasonable grounds for us to believe that your current choice of Name might infringe the rights of any other person or company, whether in statute or common law, in a corresponding trade mark or name.

6.1.7. If the Service includes the registration of an Internet domain name you acknowledge and agree that:

6.1.7.1. we do not represent, warrant or guarantee that any domain name applied for by you or on your behalf will be registered by in your requested name or is capable of being registered by you or that the use of such domain name by you will not infringe any third party rights. Accordingly, you should take no action in respect of your requested domain name(s) until you have been notified that your requested domain name has been duly registered and we shall not be liable for any such action taken by you.

6.1.7.2. The registration of the domain name and its ongoing use by you is subject to the relevant naming authority’s terms and conditions of use and you undertake to us that you will comply with such terms and conditions. You hereby irrevocably waive any claims you may have against us in respect of any decision of a naming authority to refuse to register a domain and, without limitation, you acknowledge and agree that any administration or other charge paid by you in respect of the registration of the domain name is non-refundable in any event.

6.1.7.3. Nominet’s terms and conditions can be found here: https://www.nominet.uk/terms-of-use/

6.1.7.4. We accept no responsibility in respect of the use of a domain name by you and any dispute between you and any other individual or organisation regarding a domain name must be resolved between the parties concerned and we will take no part in any such dispute. We reserve the right, on becoming aware of such a dispute concerning a domain name, at our sole discretion and without giving any reason, to either suspend or cancel the relevant service associated with the domain name, and/or to make such representations to the relevant naming authority as we deem appropriate.

6.1.7.5. You are responsible for domain name renewal and recognise that you must inform Siftware as to your intentions regarding renewal of your domain name or names.

6.1.8. Any Internet Protocol (IP) address allocated by us to you shall at all times remain our sole property and you will have a non-transferrable licence to use such address for the duration of this Agreement. If this Agreement is terminated for whatever reason, your licence to use the Internet Protocol address shall automatically terminate and thereafter you shall not use such address.

7. Siftware’ Liability

7.1. The Client acknowledges that:

7.1.1. the accuracy and value of any advice Siftware may give depends fundamentally on the accuracy and comprehensiveness of the information which the Client provides to Siftware and on which that advice is based

7.1.2. whether the results the Client desires are obtained will depend fundamentally on the extent to which that advice is implemented

7.1.3. that neither the desired results, nor any particular results, can be guaranteed.

7.2. NEITHER GOODS NOR SERVICES PROVIDED BY Siftware ARE INTENDED FOR USE OR APPLICATION IN CONNECTION IN ANY WAY WITH HIGH RISK SYSTEMS, AND SIFTWARE SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES IN CONNECTION WITH HIGH RISK SYSTEMS. The Client warrants that none of the systems in connection with which the use of Goods or Services will be requested will be High Risk Systems. ‘High Risk Systems’ means systems in environments requiring fail-safe performance (such as nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems), in which failure could lead directly to death, personal injury, or severe physical or environmental damage.

7.3. Siftware shall not be liable to the Client for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with any contract under these terms in excess of the higher of (a) £100,000, and (b) 125% of the total sums payable under the contract in question except to the extent that such liability may not be lawfully excluded or limited.

7.4. Each party expressly excludes liability for consequential loss or damage which may arise or for loss of profit, business, revenue, goodwill or anticipated savings.

7.5. In the event that any exclusion or other provision contained in these terms be held to be invalid for any reason and Siftware becomes liable for loss or damage that could otherwise have been limited, such liability shall be limited to £500,000.

7.6. Siftware shall not in any event be liable for any claims unless they are notified to Siftware in writing within twelve months of the cause of action accruing.

7.7. Siftware does not exclude or limit liability for death or personal injury to the extent only that the same arises as a result of its negligence or that of its employees, agents or authorized representatives.

7.8. The Client acknowledges that Siftware’ fees and all other material terms have been negotiated between the parties having regard to their existing insurance arrangements and on the basis that liability shall rest as provided by the provisions of any contract under these terms limiting or excluding liability; each party expressly acknowledges that in their respective opinions the provisions thereof satisfy the requirements of reasonableness specified in the Unfair Contract Terms Act 1977.

7.9. The provisions of this clause shall operate for the benefit both of Siftware and of any personnel engaged by Siftware to perform the Services.

8. Termination and Consequences

8.1. Either party may terminate any contract under these terms on 30 days written notice unless that contract provides that it cannot be terminated by notice.

8.2. In addition to any other provisions for termination, the innocent party may, by notice in writing to the other, terminate any contract under these terms forthwith if any of the following events shall occur, namely:

8.2.1. A material or non-remediable breach of the Agreement by the other party (including failure to pay any sum due within 7 days of the due date); or

8.2.2. A breach of this Agreement (other than a material or non-remediable breach) which is not remedied within 7 days of notice by the party requiring it to be remedied; or

8.2.3. Any resolution being passed or petition being granted to wind up the other party’s business (other than for reconstruction or amalgamation), or if the other party shall call a meeting of its creditors, or shall have a receiver of all or any of its undertakings or assets appointed, or shall be deemed by virtue of any relevant statutory provisions under the applicable law to be unable to pay its debts.

8.3. Upon lawful termination for whatever reason, the Client shall pay to Siftware for all work done under this Agreement (assessed in the case of an agreement to perform services for a fixed price on a pro rata basis as a proportion of Siftware’ Fee by comparing the time spent on the Services by Siftware up to termination against the total anticipated time required of Siftware for completion of the Services) together with all expenses incurred up to the date of termination; provided that if termination is for breach on the part of the Client, Siftware shall nevertheless be entitled to receive

8.3.1. if the Services are to be paid on a fixed price basis, the full estimated contract fee, or

8.3.2. if the Services are to be paid on a time and materials basis, Siftware’ Fee calculated on the Charging Basis for each day on which Services would (in the absence of such termination) have normally been provided, up to the earliest time at which the Client could lawfuly have terminated the Schedule.

8.4. Termination, howsoever or whenever occasioned shall be subject to any rights and remedies either party may have under this Agreement or in Law, and any rights or obligations of a continuing nature shall survive.

9. Confidentiality

9.1. Each party (‘Receiver’) recognises that information disclosed to it by the other (‘Discloser’) in the course of the negotiation of and the performance of any contract under these terms will contain and incorporate confidential information in which the Discloser has an interest. Each party will maintain as confidential and will not use any part or the whole of such information directly or indirectly disclosed by the other (or information which the Receiver has gained from such disclosure) until or unless such information becomes public knowledge through no fault of the Receiver.

9.2. The protection to be accorded to the such information does not and shall not extend to any information which it can be proved by documentary evidence produced by the Receiver:

9.2.1. is already known to the Receiver or in its possession before the disclosure hereunder free from any obligation to keep it confidential; or

9.2.2. is or becomes publicly known through no wrongful act or default of the Receiver; or

9.2.3. is received by a third party without similar obligations of confidence and without breach of these terms; or

9.2.4. is already possessed or independently developed by the Receiver; or

9.2.5. is disclosed to a third party by the Discloser without similar restrictions on that third party’s rights of disclosure; or

9.2.6. is approved for release by written authorisation of the Discloser, or

9.2.7. is required to be disclosed by law (whether by a court having competent jurisdiction, or by any governmental or regulatory body), provided that (where practicable) the party required to make such disclosure shall give the other party 7 days notice before making such disclosure so as to afford the other fair opportunity to make representations to the appropriate authority.

10. Force Majeure

10.1. If either party is prevented or delayed in the performance of any of its obligations by force majeure, then such party shall be excused the performance for so long as such cause of prevention or delay shall continue.

10.2. ‘Force majeure’ shall be deemed to be any cause affecting performance arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such party and inter alia including the following:

10.2.1. strikes, lockouts or other industrial action

10.2.2. civil commotion, riot, invasion, war threat or preparation for war

10.2.3. fire, explosion, storm, flood, earthquake, subsidence, epidemic, bad weather or other natural physical disaster

10.2.4. impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport

10.2.5. political interference with the normal operations of any party

10.2.6. illness of or accidental injury to any of Siftware’ personnel (whether or not caused or contributed to by such person’s own negligence)

10.2.7. mechanical breakdown

10.3. Siftware’ obligation to perform any contract under these Terms shall be suspended where the presence of such hazards as defective structure, defective or dangerous means of access, noxious, toxic, combustible, explosive or radioactive substances or any other cause renders any premises where the contract is to be performed dangerous (in Siftware’ opinion) to any of Siftware’ staff.

11. Non-poaching of staff

The parties recognise that the loss of experienced personnel may have a serious effect on a party’s business.

11.1. The parties therefore mutually agree that neither party shall without the other’s prior written consent either during or within six months after the termination or expiry of the most recent contract under these terms, engage, employ or otherwise solicit for employment any person who during the relevant period was an employee or sub contractor of the other and with whom such party had material contact in connection with any contract under these terms.

11.2. In the event of breach of this term, the party in breach will pay the other party by way of liquidated damages the greater of (1) three times the person’s annual salary inclusive of all benefits at time of their resignation or departure, or (2) three times the new annual salary or fee inclusive of all benefits.

11.3. This provision shall not apply in respect of any individual who ceased to work for the innocent party at least six months prior to the engagement, nor to any individual who can be proved to have responded to a bona fide published recruitment advertisement where the individual has not been recruited to work for or with individuals or a department with whom such individual had material contact in connection with any contract under these terms.

12. Miscellaneous

12.1. Assignment: No agreement under these terms shall be assigned by either party without the prior written consent of the other.

12.2. Publicity: Siftware may include reference to the fact that it is providing Services to the Client in its publicity material, in terms to be approved by the Client (such approval not to be unreasonably withheld). Where the Services include the design of a website, the Client acknowledges that the website will contain a link to Siftware’ own website, which may itself contain a screenshot of the Client’s website and a link back to the Client’s website. Subject thereto, except with the written consent of the other party, neither party shall make any press announcements or publicise this Agreement in any way.

12.3. Nature of a contract under these terms: A contract under these terms is a contract for professional consultancy services between independent businesses; neither Siftware nor its Consultant (whether or not named in this Agreement) have the power to enter binding contracts on behalf of the Client; no Consultant deployed by Siftware in providing services under this Agreement is or will during such contract be or become an employee of the Client.

12.4. Taxation and employee benefits: Siftware shall be solely responsible for making all appropriate payments to or in respect of all its Consultants, including salary, sickness SSP and holiday pay, pensions, and other employee benefits, and any required PAYE deductions for tax and National Insurance contributions; Siftware agrees to indemnify the Client in respect of any claims relating to any such items. Siftware’ personnel shall not be entitled to any rights under employment law against the Client nor any End-Client under any circumstances.

12.5. Severability: If any of these terms is held by any Court or other competent authority to be wholly or partially void, invalid, or unenforceable such term shall be severed from the body of these terms (which shall continue to be valid and enforceable to the fullest extent permitted by Law).

12.6. Waiver: Failure or neglect by either party to enforce at any time any of the provisions hereof shall:

12.6.1. not be construed nor shall be deemed to be a waiver of its rights hereunder

12.6.2. not in any way affect the validity of the whole or any part of any contract under these terms

12.6.3. not prejudice its rights to take subsequent action.

12.7. Headings and Interpretation

12.7.1. The headings of these terms are inserted for convenience of reference only and are not intended to be part of or to affect their meaning or interpretation.

12.7.2. if there is any conflict between these terms and any terms in a letter of engagement issued by Siftware, the letter of engagement shall take precedence.

12.8. Notices: Any notice to be given by either party to the other shall be in writing and may be sent by recorded delivery to the address of the other and shall be deemed to be served 2 days following the date of posting.

12.9. Time: Time shall not be of the essence unless expressly made so by notice in writing.

12.10. Third party rights: Save as expressly provided by these terms, no person who is not a party to any contract under these terms has any rights under the Contracts (Rights of Third Parties) Act 1999 in relation to such contract, without prejudice to any right or remedy which exists or is available apart from under that Act.

12.11. Dispute escalation

12.11.1. If any dispute arises between the parties in connection with any contact under these terms the parties shall meet to discuss and endeavour to resolve the matter.

12.11.2. If the parties are unable to resolve any such matters they shall reconvene for a further discussion within 72 hours of the previous meeting.

12.11.3. If the parties are still unable to resolve any such matters at the reconvened meeting then the matters shall be referred to the parties’ Managing Directors to attempt a resolution.

12.11.4. If there remains a dispute the parties will attempt in good faith to resolve it through an alternative dispute resolution (an “ADR”) procedure as recommended to the parties by the Centre for Dispute Resolution.

12.11.5. If the matter has not been resolved by an ADR procedure within 60 days of the initiation of such procedure, either party may have recourse to the Courts.

12.11.6. This term shall not prevent either party from applying in an appropriate case to the Courts for injunctive relief.

12.12. Law: These terms and any contract made under them shall be construed in accordance with English Law, and the English courts shall have sole jurisdiction in relation to all matters arising out of these terms.