MGT Design Limited Terms of Services and Conditions
1.01 The parties to these Terms of Services and Conditions are:
- (1) MGT Design Limited, (MGT), and
- (2) the Customer (you).
1.02 These are the terms on which we sell services and goods to you and by ordering any of the services and goods, you agree to be bound by these Terms of Services and Conditions.
2.01 The Customer may access the Services via a Device using a wireless (Wi-Fi or cellular) connection to the Internet. Certain components of the Services may also be accessed via Third Party Applications.
2.02 Use of the Services is at the risk of the Customer. To the maximum extent permitted by Applicable Laws, the Services are provided “as is”. Except as set out in the Contract, MGT makes no representations or warranties of any kind (express or implied) with regard to the Services, including warranties of accuracy, merchantability, fitness for a particular purpose or non-infringement, or that the Services will function uninterrupted or error-free, or that the Services are secure, free of viruses or other harmful components or that any defects or errors will be corrected.
2.03 MGT may perform maintenance on the Services from time to time which may result in service interruptions, delays or errors. MGT will not be liable for any such interruptions, delays or errors. The Customer agrees that its supplier or other services provider may contact the Customer in order to assist the Customer with the Services and to obtain information needed to identify and fix any errors.
2.04 The Customer acknowledges and agrees that the form and nature of the Services which MGT provides may change from time to time without prior notice to the Customer provided that the Services (including the processing of Third Party Personal Data by MGT) remain in compliance with Data Protection Laws. As part of MGT’s efforts at continuing innovation, the Customer acknowledges and agrees that MGT may at its sole discretion, and without prior notice to the Customer, stop (permanently or temporarily) providing the Services (or any features within the Services) to the Customer and the Users, and MGT shall assume no liability to Customer, Users or other third party for such permanent or temporary cessation of the Services or specific features within the Services.
2.05 The Services may automatically download and install updates from time to time, which are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. The Customer agrees to receive such updates (and to permit MGT, or any third party on MGT’s behalf, to deliver these to the Customer) as part of the Customer’s use of the Services. MGT will install critical and non-critical software updates automatically on any of the Devices (acting where necessary in coordination with any third party reseller, lessor or distributor of the applicable Devices) unless the Customer indicates at the time of an attempted non-critical software installation that it wishes to delay such non-critical software update.
- CUSTOMER RESPONSIBILITIES
3.01 The Customer shall not access or use the Services in any manner or for any purpose other than as expressly permitted by the Contract. Any obligations of the Customer set out in these MGT Terms of Services and Conditions relating to the use of Devices are in addition and not in substitution of any other obligations imposed on the Customer by any authorised third party reseller, lessor or distributor of such Devices (under any separate agreement covering purchase or lease of such Devices).
3.02 The Customer shall not, and shall not permit any third party, to: (a) access or attempt to access the Services and the Devices (or any part) or any related systems or networks that are not intended or made available for public use, or access and/or engage in any use of the Services and the Devices for fraudulent or illegal purposes; (b) decompile, disassemble, reverse engineer, or otherwise attempt to reconstruct or discover by any means any source code, underlying ideas or algorithms in connection with any aspect of the Services and the Devices (or any part), except to the extent permitted by law; (c) probe, scan or test the vulnerability of the Services and the Devices or any related systems or networks, or breach the security or authentication measure of the Services and the Devices or any network or systems connected to the Services and the Devices; (d) circumvent, disable or defeat any of the security features or components (such as digital rights management software or encryption) that protect the Services and the Devices; (e) directly or indirectly copy the Services (or any part) except for backup and archival purposes, or modify, translate, or alter in any manner, the Services (or any part), or create derivative works based on the Services (or any part); (f) create Internet ‘links’ to the Services or ‘frame’ or ‘mirror’ any part of the Services, other than on the Customer’s own intranets or otherwise for its own internal business purposes; (g) republish, upload, post, transmit, disclose, or distribute (in any format) the Services (or any part) except as permitted herein; (h) access or use (in any format) the Services (or any part) through any time-sharing service, service bureau, network, consortium, or other means; (i) rent, lease, sell, sublicence, assign, or otherwise transfer the Customer’s licence rights to any third party, whether by operation of law or otherwise; (j) remove, relocate, or otherwise alter any proprietary rights notices from the Services and the Devices (or any part); (k) perform or attempt to perform any actions that would interfere with the proper working of the Services and/or the Devices, prevent access to or use of the Services by other users, or in MGT’s reasonable judgment impose an unreasonable or disproportionately large load on the infrastructure, network capability or bandwidth; or (l) build a competitive product or service or a product or services using similar ideas, features, functions or graphics of the Services and/or the Devices; or copy any ideas, features, functions or graphics of the Services and/or the Devices.
3.03 The Customer shall not upload to, transmit through or otherwise post or share through the Services any content which is: (a) deemed harassing, threatening, indecent, obscene, pornographic, libellous, defamatory or otherwise objectionable, unlawful or tortious, harmful to children, or which violates third party privacy rights; or (b) an infringement of the Intellectual Property Rights of a third party.
3.04 The Customer shall not send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs, or send spam or otherwise duplicative or unsolicited messages in violation of any Applicable Laws.
3.05 The Customer shall only use the Services and Devices for commercial purposes and will not use the Services and Devices for any household or personal purposes.
3.06 The Customer is responsible for: (a) using and accessing the Services, and performing its obligations under the Contract, in accordance with the Contract and all Applicable Laws; (b) the compliance by the Users with the obligations of the Customer under the Contract; and (c) ensuring that there are all necessary power and Internet connections and all communications infrastructure on its premises for the proper working of the Devices, and for the payment of any fees that may be imposed by the providers of such services; and the Customer acknowledges that its use of the Services may be subject to the terms of the Customer’s agreements with the Customer’s Internet/data provider, and the availability or uptime of the services provided by the Customer’s Internet/data provider.
3.07 If the Customer becomes aware of any breach of the Contract by a User, the Customer shall immediately terminate such User’s access to the Services.
4.01 The prices for new websites will generally be on an individual negotiated basis with detailed breakdown of the components provided including costs of server hosting. See mgtdesign.co.uk for further information.
4.02 The prices for new food ordering apps can be found on our Smart Restaurants website. See smart-restaurants.co.uk. The prices of a range of standard options is listed on the website.
4.03 The prices for bespoke food ordering apps will be determined on an individual negotiated basis.
4.04 Food ordering apps are subject to payment of an end user licence agreement. Details cand be found on our Smart Restaurants website under Terms.
- THIRD PARTY WEBSITES
5.01 The Services may include a web browser via which the Customer may access other websites provided by third parties. MGT has no control over the contents of those websites. MGT does not warrant, endorse, guarantee, or assume responsibility for any such websites, their contents or their privacy practices. MGT shall not be responsible for, and expressly disclaims any and all liability related to, any loss or damages caused by use or reliance on any content, features, goods or services made available through such websites. MGT will not be a party to or in any way monitor any transaction entered into by the Customer in connection with other websites provided by third parties.
6.01 MGT grants to the Customer and its Users a personal, non-exclusive, non-transferable, revocable licence for the term of the Contract to access and use the Services to manage the Customer’s establishment and to conduct associated point of sale activities for its internal business use only in accordance with the Contract, without the right to sub-licence or assign in any way.
6.02 All Customer data (including but not limited to transactional data, sales data, product data and stock data) are owned by the Customer.
6.03 The Customer is not granted any rights or licence in respect of the trademarks, service marks or logos of MGT, which are and will remain the sole and exclusive property of MGT.
6.04 The Customer may choose or MGT may invite the Customer to submit comments or ideas about the Services, including about how to improve the Services . By submitting any Idea, the Customer agrees that: (a) MGT expressly disclaims any confidentiality obligations or use restrictions, express or implied, with respect to any Idea, (b) the Customer’s submission will be non-confidential, and (c) MGT is free to use and disclose any Idea on an unrestricted basis without notifying or compensating the Customer. The Customer releases MGT from all liability and obligations that may arise from MGT’s receipt, review, use or disclosure of any portion of any Idea.
- INTELLECTUAL PROPERTY RIGHTS
7.01 All Intellectual Property Rights in or related to the Services are and remain the sole and exclusive property of MGT, and all right, title and interest associated with the Services not expressly granted by MGT in clause 6.01 are withheld.
7.02 The Customer acknowledges that the Customer will not acquire any Intellectual Property Rights in the App software.
8.01 The Customer shall indemnify and keep MGT and its officers, employees, consultants, agents and sub-contractors indemnified, on demand, against all losses, costs and liabilities and all expenses, including reasonable legal or other professional expenses, suffered or incurred by MGT arising out of or in connection with any claim against MGT in relation to or arising out of your actions (including the actions of those granted access by you) including:
- (a) any breach of the Contract by Customer or any of the Users of the Services;
- (b) the Customer’s use of any Third Party Personal Data obtained in connection with the Customer’s use of the Services or any Application;
- (c) the use by the Customer and the Users of any Application;
- (d) any activities by any other party’s access and/or use of the Services with the Customer’s unique username, password, API key, or other appropriate security code;
- (e) Customer’s failure to maintain reasonable security in connection with a Registered Account or Device;
- (f) any data breach, information security incident, or similar, arising from Customer’s or its Users’ action or inaction; and
- (g) insofar as MGT processes Personal Data as a processor (as set out in clause 10), the processing by MGT of (i) Customer Personal Data and/or (ii) Third Party Personal Data, in each case in accordance with the Contract.
- LIMITATION OF LIABILITY
9.01 This clause sets out the liability for each party.
9.02 All warranties, conditions and other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.
9.03 Nothing in this Agreement limits or excludes the liability of either party for death or personal injury which results from negligence or for any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party.
9.04 Subject to clause 9.03, neither party shall be liable for any loss of profits, income, revenue, business, reputation or goodwill, loss of data, opportunity or any type of special, indirect or consequential loss, even if such loss was reasonably foreseeable or such party has been advised of the possibility of incurring the same.
9.05 Except as expressly stated in the Contract, all warranties and conditions, whether expressed or implied by statute, common law or otherwise, are hereby excluded to the fullest extent permitted at law.
- PRIVACY AND DATA USE
10.01 MGT shall process Personal Data that it receives under the Contract in accordance with the Data Protection Laws. The Customer shall process Customer Personal Data and Third-Party Personal Data in accordance with the Data Protection Laws. The Customer shall not cause MGT to breach the Data Protection Laws, whether directly or indirectly, or by action or inaction.
10.02 The parties acknowledge that, in relation to Personal Data processed by MGT under the Contract, MGT may act as a controller or processor, depending on the processing activities it performs. MGT processes Personal Data as a processor on behalf of the Customer as stated in Section 10.3 below and when it carries out the following data processing activities:
Customer instructs MGT to retain records in accordance with MGT’s standard record retention schedule, as may be amended from time to time, and which is available upon request. In all other circumstances, MGT processes Personal Data as controller and determines the purposes and means of the processing of Personal Data. Where MGT and Customer both act as controllers, the parties acknowledge and agree that both parties are independent controllers and do not act as joint controllers’ controller, it chooses to use the Services and the Applications to process Third Party Personal Data and as such it is deciding the manner in which and the purposes for which the Third-Party Personal Data is processed.
10.03 If and when the Customer subscribes to, installs or downloads an Application from the App Market that involves the transfer of any Third-Party Personal Data from MGT to a Developer, or from a Developer to MGT:
- (a) The parties agree that for the purpose of transferring of Customer’s Third Party Personal Data between MGT and Developer, Customer acts as the controller, MGT acts as the processor. The parties further acknowledge and agree that Developer’s role in processing Third Party Personal Data is determined by the App Agreement; and that MGT does not act as a processor on behalf of Developer.
- (b) the Customer hereby authorises and instructs MGT to process the Third Party Personal Data to facilitate the Customer’s ongoing use of the Application, including the disclosure of certain categories of Third Party Personal Data to the Developer and the receipt of Third Party Personal Data from the Developer, as may be required by the Application, until such time as Customer instructs MGT otherwise. Customer acknowledges and agrees that it is solely responsible for instructing a Developer to cease processing and/or destroy Third Party Personal Data; and
- (c) Customer must ensure that the App Agreement complies with Data Protection Laws, including (i) where the Developer is determined by the App Agreement to act as a processor on behalf of Customer, by meeting the requirements of GDPR article 28; and (ii) where performance of that App Agreement involves a Restricted Transfer (as defined below), by establishing and implementing a legal basis under articles 45-47 of the GDPR and the UK GDPR (as applicable) in respect of that Restricted Transfer (a “Data Transfer Solution”). For the purposes of this Section 10.3, “Restricted Transfer” means a transfer of Customer Personal Data and/or Third Party Personal Data from Customer to a Developer based outside the United Kingdom and / or European Economic Area via MGT, which would be prohibited by the Data Protection Laws without a Data Transfer Solution. The Customer acknowledges and agrees that MGT is not, and the Customer is solely, responsible for ensuring that any Restricted Transfer complies with Data Protection Law (including ensuring that adequate safeguards are in place in relation to such Restricted Transfer).
- (d) Standard Contractual Clauses.
- (i) Subject to Section 10.3(d)(ii) below, if at any time, and in each case where, no Data Transfer Solution has been implemented and established in respect of any Restricted Transfer(s) under an App Agreement, Customer agrees that MGT shall, subject to and pursuant to MGT’s agreement with the relevant Developer, enter into the relevant Standard Contractual Clauses (having regard to the Developer’s status as a Controller or Processor for the purposes of the App Agreement) with the relevant Developer (as ‘data importer’) on behalf of Customer (as ‘data exporter’), and Customer hereby irrevocably appoints MGT as its agent for this limited purpose for the duration of the term of the relevant App Agreement. Subject to Section 10.3(d)(ii) below, any Standard Contractual Clauses entered into pursuant to the foregoing sentence of this Section 10.3(d)(i) shall be deemed to come into effect, and be incorporated into the relevant App Agreement, automatically upon the commencement of the relevant Restricted Transfer. A copy of the relevant Standard Contractual Clauses shall be made available through the link provided to the Customer by the Developer in the relevant App Agreement or on request directly to the Developer.
- (ii) If at any time an alternative Data Transfer Solution is established and implemented between Customer and any relevant Developer in respect of any Restricted Transfers (e.g., the third country in which Developer is established becomes the subject of an adequacy decision of the European Commission): (A) the operation of Section 10.3(d)(i) above shall be suspended with respect to all Restricted Transfers to which that alternative Data Transfer Solution applies; and (B) such alternative Data Transfer Solution shall supersede Section 10.3(d)(i) (including any Standard Contractual Clauses entered into pursuant to that Section) with respect to such Restricted Transfers.
10.05 To the extent that MGT processes Third Party Personal Data as a processor on behalf of the Customer pursuant to the Contract, MGT shall, solely with respect to the Third Party Personal Data processed in the capacity of a processor:
- (a) only process Third Party Personal Data to the extent necessary to comply with its obligations or to receive the benefit of its rights, in each case under the Contract, or as may be required for compliance with the Applicable Laws;
- (b) only process Third Party Personal Data in accordance with the Contract and with the written instructions of the Customer as such instructions are (i) set out in these Terms of Service; or (ii) agreed in writing between the parties;
- (c) ensure that MGT staff authorised to process the Third Party Personal Data will be subject to appropriate obligations of confidentiality;
- (d) take all measures required by Article 32 (Security of Processing) of the GDPR;
- (e) taking into account the nature of the processing, MGT will assist Customer by appropriate technical and organizational measures, insofar as this is possible, to respond to requests for exercising of data subject rights set out in Chapter III of the GDPR and the UK GDPR (Rights of the data subject). MGT will be entitled to refuse or limit its assistance with a request where, in MGT’s reasonable opinion:
- (i) the right the data subject is seeking to exercise does not exist;
- (ii) there is an exemption applicable to the exercise of that right; or
- (iii) Customer is in the position to fulfil the request without MGT’s assistance;
- (f) if requested, provide reasonable assistance to Customer to comply with its obligations pursuant to Articles 32 to 36 of the GDPR and UK GDPR, taking into account the nature of processing and the information available to MGT;
- (g) following termination of these Terms of Service, MGT will delete all Third Party Personal Data and/or transfer all Third Party Personal Data to Customer as agreed between the parties, unless the laws applicable to MGT require storage of the Third Party Personal Data;
- (h) where requested, provide reasonable information to Customer, solely to the extent required to demonstrate compliance with MGT’s obligations under this clause 10, and permit Customer, or a third-party auditor acting under Customer’s direction, to conduct audits, including inspections, subject to the audit terms notified to Customer by MGT provided that they are consistent with the GDPR and the UK GDPR;
- (i) MGT may notify Customer if, in MGT’s opinion, an instruction received from Customer is in violation of Data Protection Law and may refuse to perform such instruction;
- (j) notify the Customer about any significant unlawful disclosure of Third Party Personal Data;
- (k) be entitled to utilize sub-processors for performing the Services, provided that such sub-processors shall process the Third Party Personal Data in compliance with the Contract;
- (l) will inform the Customer of any intended additional or replacement sub-processor by:
- (i) in respect of Affiliates, publishing such changes at http://www.mgtdesign.co.uk/privacy-policy/; or
- (ii) in respect of sub-processors which are not Affiliates, providing prior notice to the Customer; and
- (m) enter into a written agreement with all sub-processors containing obligations which are equivalent to those applicable to MGT in this clause 10. MGT will remain liable to Customer for the performance of any sub-processor’s obligations.
10.06 To the extent that MGT processes Third Party Personal Data as a processor on behalf of the Customer, the Customer warrants and undertakes that at all times:
- (a) the Customer is and shall be lawfully permitted to process, and to instruct MGT to process, Third Party Personal Data in accordance with the Contract; and
- (b) where required by the Data Protection Laws, it will provide notices to and obtain valid consents from its Customers and employees and other staff and Users in each case whether actual, prospective or past, and all other relevant third parties, and any other Data Subject whose Personal Data it may ask MGT to process in accordance with the Contract, and that it has appropriate policies and procedures in place for giving such notices and obtaining such consents.
10.07 Insofar as MGT is a processor in respect of Third Party Personal Data, Customer instructs MGT to transfer such Third Party Personal Data to a related company, which may be located in a third country, where such transfer relates to the provision of the Services and is permitted by the related company. To the extent MGT transfers the Third Party Personal Data to a third country in accordance with this clause, MGT will (and will procure that each related company will) perform its obligations under the related company. The Customer will, prior to the transfer of the Third Party Personal Data to MGT, inform the relevant data subjects:
- (a) that the Third Party Personal Data may be processed by processors based outside the United Kingdom and European Union;
- (b) to the extent that the Third Party Personal Data includes any special categories of personal data (as described in article 9 of the GDPR and UK GDPR), that the Third Party Personal Data could be transmitted to a third country not providing adequate protection; and of the existence of the related company and will make available to the data subjects upon request a copy of the related company, as well as a copy of the relevant sections of these Terms of Service relating to data protection.
10.08 MGT may process Third Party Personal Data to create aggregated, anonymized, or de-identified information. Any aggregated, anonymized, or de-identified information shared in this context will not contain Customer Personal Data or Third Party Personal Data. MGT may use and disclose to third parties such aggregated, anonymized or de-identified information, including for purposes of industry analysis and demographic profiling.
10.09 Customer may not use the Services to process personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership; or genetic data, biometric data, data concerning health, or data concerning a natural person’s sex life or sexual orientation, unless you have received prior written consent to do so from MGT.
10.10 Customer agrees to provide reasonable assistance to help MGT comply with its privacy or data protection legal obligations, or defend against any claims or investigations, in either case, in any way arising from or related to the Contract. Customer acknowledges and agrees that Customer is solely responsible for all privacy and information security obligations and liabilities relating to any data that Customer downloads, exports, or otherwise transfers from the Services to Customer’s own information environment. Customer agrees to promptly notify MGT of any opt-outs and legally valid data subject rights requests relating to data with MGT’s possession, custody, or control.
10.11 Customer acknowledges and agrees that MGT may process, transfer and use Customer Personal Data for purposes of performance of the contract, the Services, and for analytics and optimization of MGT’s services, generally.
11.01 Each party (“Recipient Party”) which receives Confidential Information of the other party (“Disclosing Party”) shall:
- (a) keep confidential the Confidential Information of the Disclosing Party; and
- (b) not disclose the Confidential Information of the Disclosing Party in whole or in part to any other person without the Disclosing Party’s prior written consent, save to its Representatives to the extent necessary for the performance of its obligations under the Contract, and then provided that the Recipient Party ensures that its Representatives are aware of and comply with these confidentiality obligations.
11.02 The obligations of confidentiality under clause 11.1 shall not apply to any Confidential Information which:
- (a) must be disclosed by law or in response to a valid, legally compliant request by a law enforcement, regulatory or governmental authority, provided that (to the extent it is permitted to do so) the Recipient Party gives all reasonable notice of such disclosure to the Disclosing Party;
- (b) was known to the Recipient Party before its receipt from the Disclosing Party;
- (c) is lawfully in the public domain or possession of a third party other than by reason of breach;
- (d) is independently developed without access to the Disclosing Party’s Confidential Information; or
- (e) is authorised for release by the written consent of the Disclosing Party.
- SUSPENSION AND TERMINATION
12.01 Upon as much notice as is commercially practical, MGT may suspend the Services or terminate the Contract without liability to the Customer and with immediate effect if:
- (a) MGT determines that the use by the Customer or any User of the Services (i) poses a material security risk to MGT or any third party; (ii) may have a material adverse impact on the Services or the systems or data of any other Customer; or (iii) may subject MGT, its Affiliates, or any third party to material liability;
- (b) MGT has reasonable grounds to suspect that the Customer and/or any of the Users is using the Services for fraudulent, illegal or unauthorised purposes;
- (c) the Customer commits a material breach of any term of the Contract and such breach is not capable of remedy or, if capable of remedy, is not remedied within a period of thirty (30) days of being notified in writing to do so; or
- (d) an Insolvency Event of the Customer occurs, or the Customer ceases or threatens to cease to carry on the whole or any material part of its business.
12.02 The expiry or termination of the Contract for any reason shall not prejudice or affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.
12.03 Upon the expiry or termination of the Contract for any reason:
- (a) any and all amounts outstanding and any unpaid amounts due and owed under the Contract and/or any App Agreement or MGT App Agreement shall become immediately due and payable; and
- (b) neither party shall have any further right or obligation with respect to the other party except as set out in this clause 12 and in the following additional clauses which shall continue with full force and effect: clause 7 (Ownership and Licensing), clause 8 (Indemnities), clause 9 (Limitation of Liability), clause 10 (Privacy and Data Use), clause 11 (Confidentiality.
- CHANGES TO THESE TERMS OF SERVICE
13.01 MGT reserves the right to make changes to these Terms of Service at any time by publishing a revised version of these Terms of Service on the Website. The revised version of the Terms of Service will take effect from the time at which it is first published. The Customer will be subject to the Terms of Service in force at the time that the Customer uses the Services. The Customer’s continued use of the Services indicates its acceptance of such updates and changes. The Customer is advised to check the Terms of Service from time to time for any updates or changes that may affect the Customer. MGT last modified these Terms of Service on the date stated at the beginning of these Terms of Service.
- ELECTRONIC COMMUNICATIONS
14.01 The Customer agrees that MGT may provide notices and other information regarding the Services to the Customer via the method(s) described in the relevant clause of these Terms of Service or in the manner set out below:
- (a) MGT may provide disclosures required by law and other information about the Customer’s legal rights and duties to the Customer electronically;
- (b) where required or requested, the Customer’s electronic signature (via “click-through” or other method) on agreements and documents relating to the Services has the same effect as if the Customer signed them in ink;
- (c) MGT may send all communications, billing statements, amendments to the Services, notices, and other disclosures or information regarding the Services (collectively defined as “Disclosures”) to the Customer electronically (i) via e-mail, (ii) by access to a web site that MGT designates in an e-mail notice which it sends to the Customer at the time the information is available, or (iii) to the extent permissible by law, by access to a website that MGT will generally designate in advance for such purpose;
- (d) if the Customer wants a paper copy, the Customer can print a copy of the Disclosure or download the information for its records; and
- (e) this consent applies to all future Disclosures sent to the Customer in connection with the Services or the Contract.
14.02 By consenting, the Customer agrees that electronic Disclosures have the same meaning and effect as if MGT provided paper Disclosures to the Customer. When MGT sends the Customer an email or other electronic notification alerting the Customer that the Disclosure is available electronically and makes it available online that shall have the same meaning and effect as if MGT provided a paper Disclosure to the Customer, whether or not the Customer chooses to view or print or download the Disclosure.
- GOVERNING LAW AND JURISDICTION
15.01 The Contract (including any non-contractual matters) is governed by the law of England and Wales.
15.02 Disputes can be submitted to the jurisdiction of the courts of England and Wales or, where the Customer lives in Scotland or Northern Ireland, in the courts of Scotland or Northern Ireland respectively
16.01 The waiver by either party of any breach of the Contract by the other party shall not operate as a waiver of subsequent or other earlier breaches of the same or a different kind. No failure or delay by a party to exercise any of its rights under the Contract shall constitute a waiver of such rights.
16.02 If any provision of the Contract is found to be invalid, unenforceable or illegal, then such provision shall be severed and the remainder of the Contract shall continue with full force and effect.
16.03 The Customer shall not assign the Contract, or delegate or sublicence any of its rights under the Contract, without the prior written consent of MGT. Any assignment or transfer in breach of this clause 15.3 will be void. Subject to the foregoing, the Contract will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
16.04 The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
16.05 No third party will have any rights under, or be able to enforce, the Contract.
16.06 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. Each party acknowledges that it has not relied on any oral or written representations made to it (whether made negligently or innocently) other than as expressly set out in the Contract. Nothing in this clause 15.06 shall limit or exclude any liability for fraud.
16.07 For the avoidance of doubt, this Contract does not include provisions regarding the specifications and features of Devices and peripherals, related maintenance, warranty or support commitments (which where applicable shall be the subject of separate terms between Customer and third party Device/peripherals reseller/leasing entity.