Current terms of business

Introduction

This document is a legal agreement between you (either an individual or a single entity) (“You”, “Your”) and Assanka Limited of The Cedar House, Marlborough Road, Hampton, TW12 3RX, registered number 4701650 (“Assanka”, “Us”, “Our”, “We”). Assanka has agreed to provide you with computer software programs and associated documentation where applicable, to grant you a non-exclusive licence to use these programs, and to provide certain Services to You upon the terms and conditions of this Agreement.

Definitions and Interpretation

1.

In this Agreement unless the context requires otherwise:

1.1.

‘ACCEPTABLE DELAY’ means a period of seven days or five percent of the duration of the Development Period to date (whichever is greater) following the estimated Delivery Date during which the delivery of the Software should not be considered late;

‘ACCEPTANCE DATE’ means the date You are deemed to have accepted the Software in accordance with clause 7.4;

‘ADDITIONAL CHARGES’ means the charges at Assanka’s rates (which may change from time to time) for work undertaken, levied on the basis set out in 14.10 and 15.8 below;

‘AGREEMENT’ means this document and the Specification Documents;

‘CHANGE REQUEST’ means a request by You to Assanka for additional work on the Software that allow the Software to fulfil requirements not specified in the Specification Documents;

‘CONFIDENTIAL INFORMATION’ means all information designated as such by either party in writing together with all other information which relates to the business, affairs, products, developments, trade secrets, know how, personnel, customers and suppliers of either party or information which may reasonably be regarded as the confidential information of the disclosing party;

‘CUSTOMER DELAY’ means the cumulative period of time during the Development Period when Assanka is waiting to receive new instructions materials or data from You and cannot proceed with the project;

‘CUSTOMER’S DATA’ means any data You provide to Us to incorporate into the Software and any data that You or any third party enters into the Software in the normal course of use, including branding elements, textual and numerical data, graphics, designs, and multimedia;

‘DELIVERY DATE’ means the estimated date for the delivery of the Software set out in the Specification Documents;

‘DEVELOPMENT PERIOD’ means the time between the date on which this Agreement is made and the Acceptance Date, during which Assanka will develop, configure and/or install the Software;

‘HOST EQUIPMENT’ means the machine or machines agreed with Assanka and identified in the Specification Documents on which the Software is to initially operate;

‘HOST LOCATIONS’ means the locations at which the Host Equipment is installed and operated;

‘INTELLECTUAL PROPERTY RIGHTS’ means patents, trade marks, service marks, design rights (whether registerable or otherwise), applications for any of the foregoing, copyright, database rights, trade or business names and other similar rights or obligations whether registerable or not in any country;

‘NEW RELEASE’ means any improved modified or corrected version of any of the Software or Program Documentation issued by Assanka from time to time pursuant to clauses 13.1 or 20 below;

‘OPERATIONAL PERIOD’ means the period between the Acceptance Date and the termination of this Agreement;

‘PROGRAM DOCUMENTATION’ means the instruction manuals user guides and other information (described by the Specification Documents) to be made available to You from time to time during this Agreement by Assanka at its discretion in either printed or machine readable form;

‘RECURRING CHARGE’ means if applicable the fee identified in the Specification Documents to be paid on an annual basis by You for the continuing provision of the Services in accordance with clause 15 below;

‘SERVICES’ means only those specified in clause 15.1 which are also included in the Specification Documents;

‘SOFTWARE’ means the software whether in object or source code form described by the Specification Documents including any New Release of the same made or issued pursuant to clause 13.1 below, and also including where the context requires, the Program Documentation. The Software does not include the Customer’s Data;

‘SPECIFICATION DOCUMENTS’ means the combination of all technical documents signed by You which carry the same Assanka project code, which may include a technical specification and/or technical proposal;

‘TRIAL PERIOD’ means the period set out in clause 7.1 during which You can Use the Software prior to the Acceptance Date in order to evaluate them and consider accepting them as complete.

Development Period

2.: Scope of the project
2.1.: Assanka will, where provided for in the Specification Documents:
2.1.1.: create the Software;
2.1.2.: install the Software on the Host Equipment;
2.1.3.: configure the Host Equipment;
2.1.4.: deliver the Program Documentation to a location of Your choice;
2.1.5.: grant You a non-exclusive licence to use the Software as directed in clause 9; and
2.1.6.: deliver a period of training to be conducted at a site to be mutually agreed by the parties in writing.
3.: Delivery
3.1.: Assanka shall use all reasonable endeavours to deliver and install the Software on the Host Equipment and deliver the Program Documentation to You on the Delivery Date or as soon thereafter as is possible subject to Customer Delay.
3.2.: If Assanka shall fail to deliver the Software within the period of Acceptable Delay after the Delivery Date subject to Customer Delay then You shall be entitled to:
3.2.1.: terminate this agreement upon 30 days’ written notice to Assanka; or
3.2.2.: receive a discount of five percent of unpaid fees at the end of each week of further delay, subject to a maximum discount of thirty percent.
4.: Payment Terms
4.1.: You agree to pay a fee to Assanka for, where applicable, the services listed in clause 2, and agree to make multiple separate payments totalling the fee and consisting of:
4.1.1.: a deposit (if stated in the Specification Documents) which You are permitted to pay at any time following receipt of Our invoice; and
4.1.2.: staged payments (if stated in the Specification Documents) which shall be levied by Assanka on the appropriate dates and shall be payable by You within 30 (thirty) days of receipt of Our invoice; and
4.1.3.: the fee or the balance (after deduction of any deposit and staged payments that You have already paid) which shall be levied by Assanka on the Acceptance Date and shall be payable by You within 30 (thirty) days of receipt of Our invoice.
4.2.: The period between the issue of any deposit invoice and the payment of that invoice shall constitute Customer Delay.
5.: Customer Delay
5.1.: Assanka shall notify You when an action on Your part is required before the development of the Software can proceed further.
5.2.: The period between such notification and a response from You that permits development to continue shall contribute to Customer Delay.
5.3.: Where it is reasonable to expect Assanka to do so, Assanka shall give advance warning of actions required of You so as to avoid or minimise Customer Delay.
5.4.: The Delivery Date shall be extended by a period equal to Customer Delay.
5.5.: If Customer Delay for a project exceeds 50% of the estimated Project Duration, Assanka shall be entitled to invoice You for the proportion of the Fee that in Assanka’s reasonable judgement reflects the proportion of the Software that has been completed to date and after taking into account work already invoiced.
5.6.: If Customer Delay for a project exceeds the shorter of 150% of the estimated Project Duration or one year, Assanka shall be entitled to terminate this Agreement and invoice You for the proportion of the Fee that in Assanka’s reasonable judgement reflects the proportion of the Software that has been completed to date and after taking into account work already invoiced.
6.: Technical Support
6.1.: During the Development Period Assanka shall have no obligation to provide Technical Support.
7.: Installation Testing and Acceptance
7.1.: You shall be entitled to use the Software during the Trial Period for the purpose of performing acceptance tests.
7.2.: Assanka shall notify You when You may begin the Trial Period.
7.3.: Your acceptance testing shall test the extent to which the Software complies with the Specification Documents.
7.4.: You shall be deemed to have accepted the Software if:
7.4.1.: You do not notify Assanka of issues that prevent the Software from being in compliance with the Specification Documents within 14 days of the notification given in 7.2; or
7.4.2.: during the aforementioned 14 day period You use the Software for the purposes of trade or business; or
7.4.3.: You sign an acceptance certificate.
7.5.: If the Software is not in compliance with the Specification Documents and Assanka receives notification from You during the aforementioned 14 day period of issues that prevent You from accepting the Software then Assanka shall within 14 days of receipt of such notification:
7.5.1.: correct the faults which prevented You from giving Your acceptance and subsequently resubmit the Software to You for a further period of 14 days in which You will re-evaluate the Software in accordance with this clause 7; or
7.5.2.: notify You that it is unable to resolve the issues raised in order to bring the Software into compliance with the Specification Documents, and this Agreement will be terminated.
8.: Termination during Development Period
8.1.: The Agreement may not be terminated during the Development Period except:
8.1.1.: by You in accordance with clause 3.2.1 or 19.3; or
8.1.2.: by Assanka in accordance with clause 5.6, 7.5.2, 18.1.2 or 19.3; or
8.1.3.: by either party if the other becomes insolvent.
8.2.: Without prejudice to the foregoing, clauses 1, 13, 22 and 29 shall remain in effect following the termination of this Agreement during the Development Period.
8.3.: In the event that this Agreement is terminated in accordance with clause 7.5.2, Assanka will forthwith refund to You all sums already paid to Us under this Agreement.

Operational Period

9.: Grant of Licence
9.1.: In consideration of the payment by You of the fee in accordance with clause 4 above and any other sum due to us on the Acceptance Date, Assanka hereby grants You a non-exclusive licence to use the Software and to possess and refer to the Program Documentation.
9.2.: The term of the licence begins on the date that payment of all monies due to Assanka on the Acceptance Date is received by Assanka.
9.3.: Upon the termination of this Agreement, You retain subject to the continuing terms of clauses 9, 10 and 11 the licence granted herein except where You are in breach of the terms of clauses 9 or 10 of this Agreement in which case You shall surrender the licence and all copies of the Software to Assanka.
10.: Terms of Licence
10.1.: In relation to the Software, You shall not:
10.1.1.: copy the Software from the Host Equipment to any other location except in accordance with clause 10.3;
10.1.2.: reproduce sell or otherwise profit from the Software except by using it;
10.1.3.: assign transfer sell lease rent charge distribute loan sub-licence or otherwise deal in or encumber the Software or use the Software on behalf of any third party or make available the same to any third party except to the extent that any of the activities listed in this clause is required in order to permit the support maintenance and hosting of the Software following termination of this Agreement; or
10.1.4.: remove or alter any copyright or other proprietary notice on any of the Software.
10.2.: In relation to the Software, You shall:
10.2.1.: keep confidential all components of the Software except those that are accessible to the public in the normal course of the use of the Software;
10.2.2.: notify Assanka immediately if You become aware of any unauthorised use of the whole or any part of the Software by any third party;
10.2.3.: without prejudice to the foregoing take all such other steps as shall from time to time be necessary to protect the Confidential Information and Intellectual Property Rights of Assanka in the Software; and
10.2.4.: be entitled to make copies of the Program Documentation for internal use only.
10.3.: You are permitted to transfer the Software from the Host Equipment specified in the Specification Documents to an alternative location of Your choice only following termination of the Agreement or with Our written consent.
11.: Assignment of Intellectual Property
11.1.: The Customer’s Data is Your property.
11.2.: The Software is Our property.
11.3.: For the avoidance of doubt, if any court or administrative body of competent jurisdiction finds any part of the Customer’s Data to be the property of Assanka, Assanka hereby assigns all rights of ownership over the data concerned to You.
11.4.: For the avoidance of doubt, if any court or administrative body of competent jurisdiction finds any part of the Software to be Your property, You hereby assign all rights of ownership over the data concerned to Assanka.
12.: Warranty
12.1.: Subject to the limitations upon Our liability in clause 13 below Assanka warrants that, for a period of 60 days following the Acceptance Date (“Warranty Period”):
12.1.1.: the Software will comply with the Specification Documents; and
12.1.2.: the Host Equipment (where provided by Us) will support the operation of the Software.
12.2.: You shall give notice to Assanka as soon as You are reasonably able upon becoming aware of a breach of warranty.
12.3.: Assanka shall remedy any reported breach of the warranties set out in clause 12.1 above by the provision of Technical Support (category C) free of charge.
12.4.: Without prejudice to the foregoing Assanka does not warrant that the use of the Software will meet Your business requirements or that the operation of the Software will be uninterrupted or error free.
12.5.: Upon receipt of Your payment of the first Recurring Charge and provided that the provision of support is included in the Specification Documents, the terms of clause 12.1 shall apply beyond the Warranty Period for the term of this Agreement.
12.6.: Subject to the foregoing all conditions warranties terms and undertakings express or implied statutory or otherwise in respect of the Software and the provision of the Services are hereby excluded.
13.: Limitation of Liability
13.1.: Nothing in this agreement shall operate to exclude or limit Our liability for:
13.1.1.: death or personal injury caused by Our negligence; or
13.1.2.: any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
13.1.3.: fraud; or
13.1.4.: any other liability which cannot be excluded or limited under applicable law.
13.2.: We shall not be liable to You for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
13.3.: Subject to clause 13.1, Our aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed 150% (one hundred and fifty percent) of the total Charges payable by You to Us under this agreement in that calendar year.
14.: Technical Support
14.1.: With effect from the Acceptance Date and provided that the terms of the warranties contained in clause 12.1 are in effect, Assanka shall provide in respect of the Software such categories of Technical Support as shall be indicated in the Specification Documents.
14.2.: Technical Support shall comprise a combination of the following categories as indicated in the Specification Documents:
14.2.1.: category A: advice by telephone, instant messaging systems, SMS message or electronic mail on the Use of the Software;
14.2.2.: category B: information and advice by telephone on forthcoming New Releases of the Software;
14.2.3.: category C: upon request by You the diagnosis of faults in the Software and the rectification of such faults (remotely or by attendance on Site as determined by Assanka) by the issue of fixes in respect of the Software and the making of all necessary consequential amendments (if any) to the Program Documentation;
14.2.4.: category D: the creation and despatch to You from time to time at Assanka’s sole discretion of fixes in respect of the Software;
14.2.5.: category E: the creation and despatch to You from time to time at Assanka’s sole discretion of a New Release of the Software or Program Documentation.
14.3.: You shall supply in writing to Assanka a detailed description of any fault requiring Technical Support within category C above and the circumstances in which it arose immediately upon becoming aware of it.
14.4.: In the event of Assanka receiving a request for category C technical support, We shall behave in one of the following ways depending on the service package specified in the Specification Documents.
14.4.1.: STANDARD: Between the hours of 9 am and 5 pm Monday through Friday (excluding bank and other public holidays) Assanka shall use its reasonable endeavours to respond within 8 hours of receipt of a request, and shall make time of the essence if the fault is not resolved within that time.
14.4.2.: RAPID: Between the hours of 8 am and 8 pm Monday through Saturday (excluding bank and other public holidays) Assanka shall use its reasonable endeavours to respond within four hours of receipt of a request, and shall make time of the essence if the fault is not resolved within that time.
14.4.3.: 24 HOUR: Excluding bank and other public holidays, Assanka shall use its reasonable endeavours to respond within four hours of receipt of a request, regardless of the time of day (excluding bank and other public holidays), and shall make time of the essence if the fault is not resolved within that time.
14.4.4.: CRITICAL: Assanka shall use its reasonable endeavours to respond within fifteen minutes of receipt of a request, and shall make time of the essence in responding to and resolving faults, regardless of when they are received.
14.5.: For the purpose of this clause 14, ‘respond’ and ‘resolve’ and derivations thereof shall have the following meanings:
14.5.1.: RESPOND: Assanka will review, classify, and if appropriate, assign a support request to a qualified engineer.
14.5.2.: RESOLVE: Assanka will implement a solution, work-around or other technical or procedural change that acceptably mitigates the effect of the problem reported.
14.6.: In the event that Assanka fails to respond within the time allowed by clause 14.4, Assanka shall pay to You an amount dependent on the support package specified in the Specification Documents as follows:
14.6.1.: STANDARD: £50 per additional day of delay, up to a maximum of £150;
14.6.2.: RAPID: £50 per additional four hours of delay, up to a maximum of £250;
14.6.3.: 24 HOUR: £100 per additional four hours of delay, up to a maximum of £500;
14.6.4.: CRITICAL: £100 per additional hour of delay, up to a maximum of £8000.
14.7.: Technical Support shall not include the diagnosis and rectification of any fault resulting from:
14.7.1.: the improper use operation modification or neglect of either the Software or the Host Equipment; or
14.7.2.: the use of the Software on equipment other than the Host Equipment; or
14.7.3.: the failure by You to implement recommendations in respect of or solutions to faults previously advised by Assanka; or
14.7.4.: any repair adjustment alteration or modification of the Software by anyone other than Assanka without Assanka’s prior written consent; or
14.7.5.: your failure to install and use any New Release of the Software within 30 days of receipt.
14.8.: You shall be entitled to Category A technical support only for a period of time following the Acceptance Date as stated in the Specification Documents, or 60 days if not stated.
14.9.: Assanka shall upon request by You provide Technical Support notwithstanding clause 14.8 above or that the fault results from any of the circumstances described in clause 14.7 above. Assanka shall in such circumstances be entitled to levy Additional Charges in the manner set out in clause 15.8 below.
14.10.: Without prejudice to clause 14.9 above Assanka shall be entitled to levy reasonable Additional Charges in the manner set out in clause 15.8 below if Technical Support is provided in circumstances where a reasonably skilled and competent user having read the Program Documentation would have judged Your request to have been unnecessary.
15.: Payment of Charges
15.1.: You will pay a Recurring Charge to Assanka for the Services which comprise, where provided for in the Specification Documents:
15.1.1.: the provision of the Host Equipment (excluding any Host Equipment provided by a third party);
15.1.2.: maintenance of the Host Equipment (excluding any Host Equipment operated by a third party);
15.1.3.: the provision of technical support on the Host Equipment; and
15.1.4.: the provision of technical support on the Software.
15.2.: The Recurring Charge (together with value added tax thereon) shall be levied by Assanka annually in advance with effect from 60 days after the Acceptance Date and shall be payable by You within 30 days of receipt of Assanka’s invoice.
15.3.: Assanka shall be entitled to vary the Recurring Charge not more than once in every successive period of 12 months during the currency of this Agreement upon giving not less than 30 days’ notice thereof to You.
15.4.: In the event that pursuant to clause 14.2.5 a New Release of the Software is made Assanka shall without prejudice to clause 15.3 be entitled to vary the Recurring Charge.
15.5.: Any increase in Recurring Charge made by Assanka, except as a result of 15.4, shall not exceed the rate of increase of the Retail Price Index in the United Kingdom plus five per cent.
15.6.: Assanka shall be entitled to levy an additional charge for the quantity of data downloaded from the Host Equipment.
15.7.: Any charge made pursuant to clause 15.6 will be calculated and invoiced quarterly based on the quantity of traffic in whole gigabytes in every calendar month, and will be equal to the rate specified in the Specification Documents, or £1 (one pound) per gigabyte if a rate is not stated.
15.8.: Any Additional Charges due to Assanka shall be levied by Assanka from time to time in arrears and shall be payable by You within thirty days of receipt of an invoice.
16.: Termination during the Operational Period
16.1.: This Agreement may be terminated during the Operational Period:
16.1.1.: by either party upon giving not less than 3 months written notice to the other;
16.1.2.: immediately by either party if the other commits any material breach of any term of this Agreement and which (in the case of a breach capable of being remedied) shall not have been remedied within thirty days of a written request to remedy the same; or
16.1.3.: immediately by either party if the other shall become insolvent.
16.2.: Subject to clause 16.4 and 16.5 below, on the date of termination of this Agreement (howsoever and by whomsoever occasioned) Assanka shall cease to provide the Services specified in the Agreement and You shall cease to pay the Recurring Charge.
16.3.: If the Agreement is terminated on a date that is not the annual due date for the Recurring Charge, Assanka shall refund a portion of the Recurring Charge for the current year equivalent to the number of full calendar months left to run.
16.4.: Notwithstanding the provisions of clause 16.2 You shall be entitled to retain the Licence to Use the Software and therefore clauses 9, 10 and 11 remain in force.
16.5.: Without prejudice to the foregoing, clauses 1, 13, 22 and 29 shall remain in effect following the termination of this Agreement during the Operational Period.

General

17.: Intellectual Property Rights Indemnity
17.1.: You shall indemnify Assanka against all damages, losses and expenses arising as a result of any action or claim that the Customer’s Data infringe the Intellectual Property Rights of a third party.
17.2.: We shall indemnify You against all damages, losses and expenses arising as a result of any action or claim that the Software infringes any Intellectual Property Rights of a third party in the UK, other than infringements referred to in clause 17.1.
17.3.: The indemnities in clauses 17.1 and 17.2 are subject to the following conditions:
17.3.1.: the indemnified party promptly notifies the indemnifier in writing of the claim;
17.3.2.: the indemnified party makes no admissions or settlements without the indemnifier’s prior written consent;
17.3.3.: the indemnified party gives the indemnifier all information and assistance that the indemnifier may reasonably require; and
17.3.4.: the indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim.
17.4.: The indemnities in this clause 17 may not be invoked to the extent that the action or claim arises out of the indemnifier’s compliance with any designs, specifications or instructions of the indemnified party.
18.: Late Payment
18.1.: In respect of the late payment of any sum due under this Agreement (as well after as before judgment) Assanka shall be entitled to:
18.1.1.: charge You a late payment fee of £15 (fifteen pounds) or 1% (one percent) of the outstanding amount, whichever is the greater, plus interest at the rate of 4% (four percent) per annum above the base rate of Barclays Bank plc from the due date until payment is received by Assanka; or
18.1.2.: terminate this Agreement giving You a minimum of thirty days notice in writing whereupon all sums due to Assanka for work undertaken and Services provided to date must be paid immediately.
18.2.: Any interest charged by Assanka in accordance with clause 18.1.1 shall accrue daily and be compounded quarterly, and will be paid forthwith on demand.
19.: Force Majeure
19.1.: Neither party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, strikes (of its own or other employees), insurrection or riots, embargoes, container shortages, computer viruses (except in the case of viruses in its own systems), wrecks or delays in transportation, loss of downstream network connectivity, requirements or regulations of any civil or military authority (an ‘Event of Force Majeure’).
19.2.: Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure such notice to contain details of the circumstances giving rise to the Event of Force Majeure.
19.3.: If a default due to an Event of Force Majeure shall continue for more than six weeks then the party not in default shall be entitled to terminate this Agreement. Neither party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
20.: Change Requests
20.1.: Upon receipt of a Change Request from You, Assanka is entitled to either:
20.1.1.: issue a quotation and timescale for implementing the new requirements; or
20.1.2.: decline the work
20.2.: The updated Software shall be issued as a New Release by Assanka in accordance with clause 14.2.5.
20.3.: Following the Acceptance by You of the updated software as part of the Software and payment of the fees agreed, the operational period of the new software is covered by this Agreement which remains valid.
21.: Backup
21.1.: Provided that the terms of the warranties contained in clause 12.1 are in effect, Assanka undertakes to keep backup copies of the Software and the data stored therein, except where the data or Software is hosted on equipment operated or maintained by a third party.
21.2.: During the Development Period, Assanka accepts no liability for lost data.
21.3.: In case of the loss or corruption of data or elements of the Software during the Operational Period:
21.3.1.: You undertake to notify Assanka forthwith of the loss; and
21.3.2.: Assanka undertakes to respond with category C Technical Support to restore the Software to full working order.
21.4.: With regard to any request for Technical Support falling under clause 21.3.2 above, Assanka warrants as follows depending on the service package specified in the Specification Documents:
21.4.1.: STANDARD: The Software will be restored to full working order.
21.4.2.: RAPID: The Software will be restored to a state no more than 1 day prior to the date of Your request.
21.4.3.: 24 HOUR: The Software will be restored to a state no more than 4 hours prior to the date of Your request.
21.4.4.: CRITICAL: The Software will be restored to a state no more than 1 hour prior to the date of Your request.
22.: Confidentiality
22.1.: Each of the parties hereto undertakes to the other to keep confidential all information (written, electronic or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the entering into of this Agreement save that which is:
22.1.1.: already in its possession other than as a result of a breach of this clause; or
22.1.2.: in the public domain other than as a result of a breach of this clause.
22.2.: Each of the parties undertakes to the other to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of clause 22.1 above by its employees agents and sub-contractors.
23.: Waiver
23.1.: The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.
24.: Notices and Representatives
24.1.: You agree to tell Assanka in writing the identity of the person(s) or the department within your organisation who will act as the sole contact point and channel of communication for the provision by Assanka of the Services during the currency of this Agreement. You shall forthwith inform Assanka of any change in the identity of this person or department.
24.2.: Assanka hereby notifies You that notices to Us should be addressed to the individual or department listed in the Specification Documents. If no individual or department is specified, then for the purposes of this Agreement notices to Us should be addressed to the Directors, and sent to Our registered office, by email to enquiries@assanka.net or by fax to 0871 433 0919.
24.3.: Any notice request instruction or other document to be given hereunder shall be delivered or sent by first class post or by electronic mail or facsimile transmission to the address or to the facsimile number of the other party set out in the Specification Documents (or such other address or numbers as may have been notified) any such notice or other document shall be deemed to have been served (if delivered) at the time of delivery, (if sent by post) upon the expiration of 48 hours after posting and (if sent by electronic mail or facsimile transmission) upon the expiration of 12 hours after dispatch.
25.: Invalidity and Severability
25.1.: If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.
26.: Assignment
26.1.: Neither party may assign or transfer any of its rights or obligations under this agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.
27.: Successors
27.1.: This Agreement shall be binding upon and enure for the benefit of the successors in title of the parties hereto.
28.: VAT
28.1.: Save insofar as otherwise expressly provided all amounts stated in this Agreement are expressed exclusive of value added tax and any value added tax arising in respect of any supply made hereunder shall on the issue of a valid tax invoice in respect of the same be paid to the party making such supply by the party to whom it is made in addition to any other consideration payable therefor.
29.: Law
29.1.: This Agreement shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the exclusive jurisdiction of the English courts.

Assanka: Every Possibility