Xitagy – Software as a Service
End User Terms of Service
Before using Xitagy’s services, please read these end user terms of service (these “terms”). These terms are incorporated by reference into the quote executed by the company identified as the “customer” in the quote (“customer”) and Xitagy ltd. (“Xitagy”). These terms and the quote together form a binding and executed written agreement between Xitagy and customer, effective as of the first date of mutual execution of the quote.
Last update: 9thFebruary 2023.
DEFINITIONS AND INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply in these Conditions.“Attendee” means an individual who attends an event arranged by or on behalf of the Customer on the Platform at the invitation of the Customer.“Authorised Users” means those Attendees, employees, agents and independent contractors of the Customer who are authorised by the Customer to access and use the Services, the Platform and the Documentation.
“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“Conditions” these terms and conditions set out in clause 1 (Definitions and Interpretation) to clause 18 (Governing Law and Jurisdiction) (inclusive).
“Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 9.5 or clause 9.6.
“Contract” the contract between the Customer and Xitagy for the supply of the Services in accordance with the Quote, these Conditions and the SLAs.
“Xitagy” means Xitagy Limited, incorporated and registered in England & Wales with company number 06940015 whose registered office is c/o CHRONICLE ACCOUNTANTS LIMITED, 1 MARKET STREET, WHALEY BRIDGE, HIGH PEAK, SK23 7AA
“Xitagy Apps” any applications provided by Xitagy for the Customer’s and/or the Authorised Users’ use in connection with the provision of the Services, including both source code and object code.
“Customer” means the organisation referred to in the Quote which is purchasing the Services referred to in the Quote.
“Customer Data” means the data inputted on the Platform by the Customer or the Authorised Users in connection with the use of the Services.
“Data Protection Legislation” the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
“Documentation” means any documentation made available to the Customer by Xitagy which sets out a description of the Services and/or the Platform and the user instructions for use of the Services and/or the Platform.
“Intellectual Property Rights” patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
“Normal Business Hours” 9.30 am to 4.30 pm local UK time, each Business Day.
“Platform” Xitagy’s infrastructure and cloud computing platform and runtime environment and the Xitagy Apps, as described in the Documentation.
“Quote” means the quote provided by Xitagy to the Customer which refers to the Services to be supplied by Xitagy to the Customer and which is approved by the Customer. The Customer’s written acceptance or payment of Xitagy’s invoice for any of the amounts referred to in the Quote shall be deemed to constitute the Customer’s approval of the Quote.
“Services” means the services to be provided by Xitagy to the Customer under the Contract as referred to in the Quote.
“Services Fees” means the fees payable by the Customer to Xitagy for the Services.
“SLA” the service level agreement, if any, provided by Xitagy to the Customer in connection with the supply of the Services.
“Start Date” means the date on which the Quote is approved by the Customer.
“Term” has the meaning given in clause 11.1.
“UK Data Protection Legislation” all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
“Virus” anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.2 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.3 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Contract.
1.4 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of the Contract under that statute or statutory provision.
1.5 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2.1 Subject to the Customer paying the Service Fees in accordance with the Contract, Xitagy grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to access and use the Services, the Platform and the Documentation during the Term.
2.2 In relation to the Authorised Users, the Customer undertakes that:
(a) each Authorised User shall keep a secure password for their use of the Services, their access to and use of the Platform and the Documentation and that each Authorised User shall keep their password confidential;
(b) it shall permit Xitagy or Xitagy’ designated auditor to audit the Services in order to check compliance with the Contract;
(c) if any of the audits referred to in clause 2.2(b) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Xitagy’ other rights, the Customer shall promptly disable such passwords.
2.3 The Customer shall not and shall ensure that the Authorised Users shall not access, store, distribute or transmit any material during the course of its or their use of the Services and the Platform that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images or promotes unlawful violence;
(d) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(e) is otherwise illegal or causes damage or injury to any person or property;
and Xitagy reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s and the Authorised Users’ access to any material that breaches the provisions of this clause.
2.4 The Customer shall not and shall ensure that its Authorised Users shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Contract:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform and/or the Documentation in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or
(b) access all or any part of the Services, the Platform and the Documentation in order to build a product or service which competes with the Services, the Platform and/or the Documentation; or
(c) except to the extent expressly permitted under the Contract use the Services, the Platform and/or Documentation to provide services to third parties; or
(d) subject to Clause 17, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, the Platform and/or the Documentation available to any third party except the Authorised Users;
(e) attempt to obtain, or assist third parties in obtaining, access to the Services, the Platform and/or the Documentation, other than as provided under this clause 2; or
(f) introduce or permit the introduction of, any Virus into Xitagy’ network and information systems including the Platform.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, the Platform and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Xitagy.
2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
3.1 Xitagy shall, during the Term, provide the Services and make available the Documentation to the Customer on and subject to the provisions of the Contract.
3.2 Xitagy shall use all reasonable commercial endeavours to make the Platform available 24 hours a day, seven days a week, except for:
(a) planned maintenance carried out during the maintenance window of 10.00 pm to 4.00 am UK time; and
(b) unscheduled maintenance performed outside Normal Business Hours provided that Xitagy has used reasonable endeavours to give the Customer at least 4 Normal Business Hours’ notice in advance of such maintenance.
4.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
4.2 In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against Xitagy shall be for Xitagy to use reasonable commercial endeavours to restore the lost or damaged Customer Data. Xitagy shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party. If any loss or damage to Customer Data is caused by the Customer, any of its Authorised Users or any of its employees, agents or contractors then then Xitagy may charge the Customer for the reasonable costs of restoring the Customer Data, such costs to be agreed between Xitagy and the Customer in advance.
4.3 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 4 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
4.4 The parties acknowledge that:
(a) if Xitagy processes any personal data on the Customer’s behalf when performing its obligations under the Contract, the Customer is the controller and Xitagy is the processor for the purposes of the Data Protection Legislation.
(b) the scope of the processing is the processing of personal data of the Authorised Users to enable the Authorised Users to access and use the Services. The nature and purpose of the processing is the capture of the personal data of the Customer’s Authorised Users on the Platform and through other means primarily so that the Customer can provide events to Attendees. The duration of the processing is the duration of the Contract and a reasonable period after its term to enable Xitagy and the Customer to comply with the Data Protection Legislation and the Customer to instruct Xitagy on the transfer or destruction of the relevant personal data. The types of personal data are the contact details of the Customer’s Authorised Users and such other personal data collected as part of the Services. The categories of data subject are the Authorised Users and such other data subjects whose personal data is collected in connection with the provision of the Services.
(c) the personal data may be transferred or stored outside the UK or the country where the Customer and the Authorised Users are located in order to carry out the Services and Xitagy’ other obligations under the Contract.
4.5 Without prejudice to the generality of Clause 4.3, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Xitagy for the duration and purposes of the Contract so that Xitagy may lawfully use, process and transfer the personal data in accordance with the Contract on the Customer’s behalf.
4.6 Without prejudice to the generality of clause 4.3, Xitagy shall, in relation to any personal data processed in connection with the performance by Xitagy of its obligations under the Contract:
(a) process that personal data only on the documented written instructions of the Customer unless Xitagy is required by the laws of any member of the European Union or by the laws of the European Union applicable to Xitagy and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where Xitagy is relying on Applicable Laws as the basis for processing personal data, Xitagy shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Xitagy from so notifying the Customer;
(b) not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
(i) the Customer or Xitagy has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) Xitagy complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(iv) Xitagy complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
(c) assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(d) notify the Customer without undue delay on becoming aware of a personal data breach;
(e) unless otherwise required by Applicable Law to store the personal data or unless otherwise expressly agreed in writing between the parties, retain the personal data for a period of up to 6 months from the end of an event for which the Customer Data was processed at which point Xitagy shall delete the personal data. At the written direction of the Customer, Xitagy will delete or return personal data to the Customer prior to the expiry of this 6 month period (unless required by Applicable Law to store the personal data) and for these purposes the term “delete” shall mean to put such data beyond use; and
(f) maintain complete and accurate records and information to demonstrate its compliance with this Clause 5 and immediately inform the Customer if, in the opinion of Xitagy, an instruction infringes the Data Protection Legislation.
4.7 Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
4.8 The Customer consents to Xitagy appointing third party processors of personal data under the Contract for the purposes of enabling the Platform to operate correctly and securely and for the purposes of hosting the Platform.
5.1 Xitagy undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care and that the Platform will function substantially in accordance with the Documentation.
5.2 The undertaking at clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Services or the Platform contrary to Xitagy’ instructions, or modification or alteration of the Services or the Platform by any party other than Xitagy or Xitagy’ duly authorised contractors or agents. If the Services or the Platform do not conform with the foregoing undertaking, Xitagy will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 5.1.
(a) does not warrant that the Customer’s use of the Services or of the Platform will be uninterrupted or error-free; or that the Services, the Platform, the Documentation and/or the information or functionality obtained by the Customer through the Services will meet the Customer’s requirements; and
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services, the Platform and the Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
5.4 The Contract shall not prevent Xitagy from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Contract.
The Customer shall:
(a) provide Xitagy with:
(i) all necessary co-operation in relation to the Contract; and
(ii) all necessary access to such information as may be required by Xitagy;
in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(b) without affecting its other obligations under the Contract, comply with all applicable laws and regulations with respect to its activities under the Contract;
(c) carry out all other Customer responsibilities set out in the Contract in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, Xitagy may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services, the Platform and the Documentation in accordance with the Contract and shall be responsible for any Authorised User’s breach of the Contract;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xitagy, its contractors and agents to perform their obligations under the Contract, including, without limitation the Services;
(f) ensure that its network and systems comply with the relevant specifications provided by Xitagy from time to time; and
(g) be, to the extent permitted by law and except as otherwise expressly provided in the Contract, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Xitagy’ data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
CHARGES AND PAYMENT
7.1 The Customer shall pay the Services Fees to Xitagy for the User Subscriptions in accordance with this Clause 7.
7.2 Xitagy shall invoice the Customer for the Services Fees in advance and the Customer shall pay such invoice within 30 days of the date of the invoice or before the event start date, whichever is soonest.
7.3 If Xitagy has not received a payment due to it under the Contract by its due date, then, without prejudice to any other rights and remedies of Xitagy:
(a) Xitagy may, without liability to the Customer, disable the Customer’s and the Authorised Users’ passwords, accounts and access to all or part of the Services and the Platform and Xitagy shall be under no obligation to provide any or all of the Services or the Platform while the invoice(s) concerned remain unpaid; and
(b) Xitagy reserves the right to charge 1.5% interest per month on overdue invoices, until each invoice is settled in full, unless there is a valid reason for non-payment. Charges begin at 30 days past the due date mentioned on the invoice.
7.4 All amounts and fees stated or referred to in the Contract:
(a) shall be payable in pounds sterling;
(b) are non-cancellable and non-refundable;
(c) are exclusive of value added tax, which shall be added to Xitagy’ invoice(s) at the appropriate rate, if applicable.
8.1 The Customer acknowledges and agrees that Xitagy and/or its licensors own all intellectual property rights in the Services, the Platform and the Documentation including, without limitation, in the product of any development and/or integration work that Xitagy may carry out for the Customer. Except as expressly stated herein, the Contract does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services, the Platform, the Documentation or of the product of any development and/or integration work that Xitagy may carry out for the Customer.
8.2 Xitagy confirms that it has all the rights in relation to the Services, the Platform and the Documentation that are necessary to grant all the rights it purports to grant under the Contract.
9.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Contract. A party’s Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party’s lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, which independent development can be shown by written evidence.
9.2 Subject to Clause 9.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of the Contract.
9.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the provisions of the Contract.
9.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 10.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
9.5 The Customer acknowledges that details of the Services, the Platform and the Documentation constitute Xitagy’ Confidential Information.
9.6 Xitagy acknowledges that the Customer Data is the Confidential Information of the Customer.
9.7 Xitagy may compile statistical information related to the performance of the Services and Attendee activity including page views (links that have been clicked), live streams viewed, images, activity feed, points, votes, questions and forms submitted/or feedback for the purposes of Event Reporting and improving the Platform and Services.
9.8 The above provisions of this clause 9 shall survive termination of the Contract, however arising.
LIMITATION OF LIABILITY
10.1 Except as expressly and specifically provided in the Contract:
(a) the Customer assumes sole responsibility for results obtained from the use of the Services, the Platform and the Documentation by the Customer, and for conclusions drawn from such use. Xitagy shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Xitagy by the Customer in connection with the Services, or any actions taken by Xitagy at the Customer’s direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract; and
(c) the Services, the Platform and the Documentation are provided to the Customer on an “as is” basis.
10.2 Nothing in the Contract excludes the liability of Xitagy:
(a) for death or personal injury caused by Xitagy’ negligence;
(b) for fraud or fraudulent misrepresentation; or
(c) for any other liability that cannot be excluded in law.
10.3 Subject to Clause 10.1 and Clause 10.2:
(a) Xitagy shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Contract; and
(b) Xitagy’s total aggregate 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 the Contract shall be limited to the total Services Fees paid by the Customer.
TERM AND TERMINATION
11.1 The Contract shall, unless otherwise terminated as provided in this clause 11, commence on the Start Date and shall continue until the Services have been delivered or for a period of 12 months from the Start Date, whichever is the sooner to occur;
11.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 15 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other provisions of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 15 days after being notified in writing to do so;
(c) the other party makes a resolution for its winding up, makes an arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for protection from its creditors or an administration or winding-up order is made or an administrator or receiver is appointed;
11.3 On termination of the Contract for any reason:
(a) all licences granted under the Contract shall immediately terminate and the Customer shall and shall procure that the Authorised Users shall immediately cease all access and use of the Services, the Platform and the Documentation;
(b) the Customer shall and shall procure that the Authorised Users shall immediately and permanently erase any software made available or supplied by Xitagy to the Customer;
(c) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
(d) Xitagy may destroy or otherwise dispose of any of the Customer Data in its possession unless Xitagy receives, no later than ten days after the effective date of the termination of the Contract, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Xitagy shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination); and
(e) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced.
Xitagy shall have no liability to the Customer under the Contract if it is prevented from or delayed in performing its obligations under the Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including epidemic, pandemic, strikes, lock-outs or other industrial disputes (whether involving the workforce of Xitagy or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.
15.2 If any provision or part-provision of the Contract is deemed deleted under clause 15.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
16.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
16.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
17.1 The Customer shall not, without the prior written consent of Xitagy, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
17.2 Xitagy may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
GOVERNING LAW AND JURISDICTION
18.1 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
18.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).