Terms and Conditions

1.1 The definitions and rules of interpretation in this clause apply in the Agreements.

1.2 The Agreement is comprised of the Terms and Conditions, and the Commercial Agreement each subject to equal interpretation. In the event of any inconsistency between the documents, the Commercial Agreement shall prevail.

2.1 Subject to the Customer paying the Licence Fee in accordance with clause 3.1 and the Commercial Agreement, the restrictions set out in this clause 2 and the other terms and conditions of the Agreement, BVS LTD. hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the BVS Services during the Term solely for Blue Visby Voyages.

2.2 In relation to the Authorised Users, the Customer undertakes that:

each Authorised User shall keep a secure password for their use of the Services and that each Authorised User shall keep their password confidential.

2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2. facilitates illegal activity;
3. depicts sexually explicit images;
4. promotes unlawful violence;
5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
6. is otherwise illegal or causes damage or injury to any person or property;

and BVS LTD. reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer/BV Participant’s access to any material that breaches the provisions of this clause.

2.4 The Customer shall not:

1. 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 Agreement:
   1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
   2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or
2. access all or any part of the Services in order to build a product or service which competes with the Services; or
3. use the Services to provide services to third parties; or
4. subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
5. attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2; or
6. introduce or permit the introduction of, any Virus or Vulnerability into the Services or BVS’s network and information systems.

2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify BVS LTD.

2.6 The rights provided under this clause 2 are granted to the Customer and its subsidiaries but the Customer shall remain fully liable for the performance of the obligations hereunder if any subsidiary of the Customer utilises the Services.

3.1 The Licence Fee permits the Authorised Users to use the BVS Services during the Term solely for Blue Visby Voyages

3.2 Subject to clause 3.3, the Customer may, from time to time during any Term, give notice to BVS Ltd. via tower@bluevisby.com, or such other address as BVS Ltd. may provide from time to time, of an intended Blue Visby Voyage.

3.3 BVS Ltd. shall issue and send an invoice to the Customer for the Voyage Fee upon receipt of such notice.

3.4 The Benefit Fee shall be calculated upon completion of the Blue Visby Voyage as per clause 9.4

4.1 BVS LTD. shall, during the Term, provide the Services to the Customer on and subject to the terms of the Agreement.

4.2 BVS LTD. shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

1. planned maintenance; and
2. unscheduled maintenance performed outside Normal Business Hours, provided that BVS Ltd. has used reasonable endeavours to give the Customer at least 6 Normal Business Hours’ notice in advance.

5.1 The parties will comply with all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended 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).

5.2 It is not intended that Personal Data shall be shared pursuant to the Agreement but in the event that this changes the parties shall execute a Data Protection Agreement in order to regulate their roles and responsibilities in respect of data protection.

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. BVS Ltd. makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not BVS Ltd. BVS Ltd. recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. BVS Ltd. does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

7.1 BVS LTD. shall perform the Services with reasonable skill and care. For the avoidance of doubt, BVS Ltd. does not agree to, and shall not, save as expressly agreed, provide any Services whatsoever to any party other than the Customer and accepts no obligation or liability whatsoever towards any such party.

7.2 BVS LTD.’s obligations at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to BVS Ltd.’s instructions, or modification or alteration of the Services by any party other than BVS LTD. or BVS LTD.’s duly authorised contractors or agents. If the Services do not conform with the terms of clause 7.1, BVS LTD. will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer/BV Participant’s sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.

7.3 BVS LTD.:

1. does not warrant that:
   1. the Customer’s use of the Services will be uninterrupted or error-free; or
   2. the Services will meet any particular target or limit in relation to fuel consumption during the Blue Visby Voyage;
   3. the information obtained by the BV Participant through the Services will be accurate or correct or conducive to the efficient operation of the BVV; or
   4. the Software or the Services will be free from Vulnerabilities or Viruses; or
   5. the Software or Services will comply with any Heightened Cybersecurity Requirements.
2. 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 may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
3. 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 may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.4 The Agreement shall not prevent BVS Ltd. 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 Agreement.

7.5 BVS LTD. warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement.

8.1 The Customer shall:

1. provide BVS LTD. with:
   1. all necessary co-operation in relation to the Agreement; and
   2. all necessary information as may be required by BVS LTD., including but not limited to providing, or procuring the provision of, the information required in the BVQ

   in order to enable BVS LTD. to provide the Services;

2. without affecting its other obligations under the Agreement, comply with all applicable laws and regulations with respect to its activities under the Agreement;
3. use all reasonable endeavours to procure all necessary co-operation by BV Participants in relation to any and all Blue Visby Voyage;
4. carry out all other Customer responsibilities set out in the Agreement in a timely and efficient manner. In the event of any delays in the Customer or BV Participant’s provision of such co-operation as agreed by the parties, BVS LTD. may adjust any agreed timetable as reasonably necessary;
5. ensure that the Authorised Users use the Services in accordance with the terms and conditions of the Agreement and shall be responsible for any Authorised User’s breach of the Agreement;
6. obtain and shall maintain all necessary licences, consents, and permissions necessary for BVS LTD., its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;
7. ensure that its network and systems comply with the relevant specifications provided by BVS LTD. from time to time; and
8. be, to the extent permitted by law and except as otherwise expressly provided in the Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to BVS LTD.’s data centres and the BVT and all problems, conditions, delays and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

8.2 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

9.1 The Customer shall pay the Service Fees to BVS LTD. in accordance with this clause 9 and the Commercial Agreement.

9.2 BVS LTD. shall on the Effective Date raise an invoice to the Customer for the Licence Fee payable in respect of the Initial Term and, subject to clause 14.1, a further invoice on each anniversary of the Effective Date for the Licence Fee payable in advance in respect of the next Renewal Period and the Customer shall pay each invoice within 10 Business Days of the date of such invoice.

9.3 BVS LTD. shall issue an invoice to the Customer for the Voyage Fee upon receipt of the notice set out in para. 3.2 and such invoice shall be payable within 10 Business Days without discount and shall not be refundable.

9.4 Upon completion of the Blue Visby Voyage, BVS LTD. shall within 5 Business Days, confirm to the Customer the Benefit Fee payable, in accordance with the Commercial Agreement and BVS Ltd. shall issue the Customer with an invoice for the Benefit Fee and the Customer shall pay within 10 Business Days of the date of such invoice.

9.5 If BVS LTD. has not received payment under this clause 9, and without prejudice to any other rights and remedies of BVS LTD.:

1. BVS LTD. may, on no less than 5 Business Days’ notice to the Customer and without liability to the Customer, disable or suspend the Customer’s access to all or part of the Services and BVS LTD. shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 10%, commencing on the due date and continuing until fully paid, whether before or after judgment.

9.6 All amounts and fees stated or referred to in the Agreement:

1. shall be payable in US Dollars;
2. are, subject to clause 13.3(b), non-cancellable and non-refundable;
3. are exclusive of value added tax or sales tax, which shall be added to BVS LTD.’s invoice(s) at the appropriate rate.

9.7 BVS LTD. shall be entitled to increase the Service Fees, including Voyage Fees and the percentage of the Benefit Fee payable pursuant to clause 3, upon a minimum of 30 days’ notice to the Customer and the Commercial Agreement shall be deemed to have been amended accordingly. Such increase shall apply from the commencement of the subsequent Renewal Term.

10.1 The Customer acknowledges and agrees that BVS LTD. and/or its licensors own all intellectual property rights in the Blue Visby Solution and the Services. Except as expressly stated herein, the Agreement 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 Blue Visby Solution and/or the Services.

10.2 BVS LTD. confirms that it has all the rights in relation to the Blue Visby Solution and the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Agreement.

11.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party’s Representatives whether before or after the date of the Agreement in connection with the Services, including but not limited to:

1. the terms of the Agreement or any agreement entered into in connection with the Agreement;
2. any information that would be regarded as confidential by a reasonable business person relating to:
   1. the business, assets, affairs, Customer, BV Participants, clients, BVS LTD.s, or plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
   2. the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
3. any information developed by the parties in the course of carrying out the Agreement.

Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.

11.2 The provisions of this clause shall not apply to any Confidential Information that:

1. is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
3. was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or
4. the parties agree in writing is not confidential or may be disclosed.

11.3 Each party shall keep the other party’s Confidential Information secret and confidential and shall not:

1. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with the Agreement (Permitted Purpose); or
2. disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 11.

11.4 A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

1. it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
2. at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this clause.

11.5 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 the disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.5, it takes into account the reasonable requests of the other party in relation to the content of the disclosure.

11.6 A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.

11.7 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in the Agreement are granted to the other party, or to be implied from the Agreement.

11.8 On termination of the Agreement, each party shall:

1. destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information;
2. erase all the other party’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
3. certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party, subject to clause 14 (Termination).

11.9 BVS LTD. may include the Customer’s name and/or website domain name and/or company logo on its customer lists, testimonials and press releases related to the Blue Visby Solution and the Services. Additionally, BVS LTD. may use anonymous and/or aggregated data from the Customer account for internal research and analysis.

11.10 Except as expressly stated in the Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.

11.11 The above provisions of this clause 11 shall continue to apply after termination of the Agreement for a period of two years from termination of the Agreement.

12.1 The Customer shall defend, indemnify and hold harmless BVS LTD., its officers, directors, employees and consultants against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer/BV Participant’s use of the Blue Visby Solution and the Services, and/or breach of the Agreement and/or provision of information to BVS LTD. hereunder, provided that:

1. the Customer is given prompt notice of any such claim;
2. BVS LTD. provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
3. the Customer is given sole authority to defend or settle the claim.

13.1 Except as expressly and specifically provided in the Agreement:

1. BVS LTD. shall have no liability for any damage or loss caused by errors or omissions in any Customer or BV Participant Data, information, instructions or timings provided to BVS LTD. by the Customer/BV Participant in connection with the Services, or any actions taken by BVS LTD. at the Customer/BV Participant’s direction;
2. 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 Agreement; and
3. the Blue Visby Solution and the Services are provided to the Customer/BV Participant on an “as is” basis.

13.2 Nothing in the Agreement excludes the liability of BVS LTD.:

1. for death or personal injury caused by BVS LTD.’s negligence; or
2. for fraud or fraudulent misrepresentation.

13.3 Subject to clause 13.1 and clause 13.2:

1. BVS LTD. shall have no liability for any:
   1. loss of profits,
   2. loss of business,
   3. wasted expenditure,
   4. delay, demurrage of laytime,
   5. depletion of goodwill and/or similar losses,
   6. loss or corruption of data or information, or
   7. any special, indirect or consequential loss, costs, damages, charges or expenses; and
2. BVS LTD.’s total aggregate liability to the Customer in respect of all breaches of duty occurring within any contract year shall not exceed the cap.
3. In clause 13.3(b):
   1. The cap is one hundred per cent (100%) of the Licence Fee paid in the 12 month period immediately preceding the claim
   2. A contract year means a 12 month period commencing on the Effective Date or any anniversary of it.

13.4 References to liability in this clause 13 include every kind of liability arising under or in connection with the Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

13.5 Nothing in the Agreement excludes the liability of the Customer/BV Participant for any breach, infringement or misappropriation of BVS LTD.’s Intellectual Property Rights.

14.1 The Agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Term and, thereafter, the Agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

1. either party notifies the other party of termination, in writing, at least 90 days before the end of the Initial Term or any Renewal Period, in which case the Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or
2. otherwise terminated in accordance with the provisions of the Agreement;

and the Initial Term together with any subsequent Renewal Periods shall constitute the Term.

14.2 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

1. the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 15 days after being notified in writing to make such payment;
2. the other party commits a material breach of any other term of the Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
3. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
4. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
5. the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
8. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
11. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2(c) to clause 14.2(j) (inclusive);
12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
13. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Agreement is in jeopardy; or
14. there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).

14.3 BVS LTD. may terminate the Agreement in its sole discretion if there is a change of control of the Customer/BV Participant (within the meaning of section 1124 of the Corporation Tax Act 2010).

14.4 On termination of the Agreement for any reason:

1. all licences granted under the Agreement shall immediately terminate and the Customer/BV Participant shall immediately cease all use of the Services;
2. each party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other party;
3. BVS LTD. may destroy or otherwise dispose of any of the Customer/BV Participant Data in its possession, in accordance with clause 7 of its Privacy Policy (Erasure and retention of personal data) to store such data for 12 months, unless BVS LTD. receives a written request within that 12 months for the delivery to the Customer/BV Participant of the then most recent back-up of the Customer/BV Participant Data. BVS LTD. 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/BV Participant has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by BVS LTD. in returning or disposing of Customer/BV Participant Data; and
4. 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 agreement which existed at or before the date of termination shall not be affected or prejudiced.

Neither party shall be in breach of the Agreement or otherwise liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues more than for 30 days, the party not affected may terminate the Agreement by giving not less than 10 days’ written notice to the affected party.

If there is an inconsistency between any of the provisions in the Blue Visby Terms and Conditions and the Commercial Agreement, the provisions in the Commercial Agreement shall prevail.

No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

18.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

20.1 If any provision or part-provision of the Agreement 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 Agreement.

20.2 If any provision or part-provision of the Agreement is deemed deleted under clause 20.1 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.

21.1 The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

21.2 Each party acknowledges that in entering into the Agreement 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 Agreement.

21.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Agreement.

21.4 Nothing in this clause shall limit or exclude any liability for fraud.

22.1 The Customer shall not, without the prior written consent of BVS LTD., assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement.

22.2 BVS LTD. may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement.

Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

24.1 Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

25.1 The Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

25.2 Transmission of an executed counterpart of the Agreement (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed format) takes effect as the transmission of an executed “wet-ink” counterpart of the Agreement.

25.3 No counterpart shall be effective until each party has provided to the other at least one executed counterpart.

26.1 Any notice given to a party under or in connection with the Agreement shall be in writing and shall be:

1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
2. sent by email to the addresses (or an address substituted in writing by the party to be served) of the Parties as set out in the Commercial Agreement.

26.2 Any notice shall be deemed to have been received:

1. if delivered by hand, at the time the notice is left at the proper address;
2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
3. if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

26.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

The Agreement 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 interpreted in accordance with the law of England and Wales.

Any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims), shall be referred to the exclusive jurisdiction of a three-person tribunal constituted under the LMAA Terms, including the application of the LMAA Small Claims Procedure.