AIRSHIP SERVICES LIMITED — STANDARD TERMS AND CONDITIONS ("Airship Standard Terms")
1. AIRSHIP AUTHORITY
1.1 Only Airship's Project Manager shall have the authority to contractually bind Airship on all matters relating to this Agreement. Airship shall use reasonable endeavours to ensure continuity of the Airship's Project Manager, but has the right to replace him or her from time to time where reasonably necessary in the interests of Airship's business.
2. HOSTING SERVICES, MAINTENANCE AND SUPPORT
2.1 In relation to Authorised Users:
2.1.1 the Client's access to the Services shall be limited to the Authorised Users. The number of Authorised Users is not limited but is subject to Airship's discretion not to be unreasonably withheld or delayed.
2.1.2 the Client shall maintain a written list of current Authorised Users of the Software, and the Client shall provide such list to Airship as may be reasonably requested by Airship from time to time;
2.1.3 the Client shall ensure that each Authorised User keeps a secure password for his use of the Software and that the password is kept confidential;
2.1.4 Airship may audit the Software regarding the name and password for each Authorised User; and
2.1.5 if such audit reveals that passwords have been provided to individuals who are not Authorised Users, and without prejudice to Airship's other rights, Airship may promptly disable such passwords and shall not issue any new passwords to such individuals.
2.2 In relation to Software:
2.2.1 Airship hereby grants to the Client on and subject to the terms and conditions of this Agreement a non-exclusive, non-transferable licence to allow Authorised Users to access the Software through the Services and to use the Software to view and use the Services strictly for the Client's Permitted Purpose;
2.2.2 the Client shall not store, distribute or transmit any material through the Services that is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities;
2.2.3 the rights provided under this clause 2.2 are granted to the Client only;
2.2.4 the Client shall not:
2.2.4.1 attempt to duplicate, modify or distribute any portion of the Software; or
2.2.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any of the Software, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or
2.2.4.3 use the Software or Hosting Services to provide services to third parties; or
2.2.4.4 transfer, temporarily or permanently, any of its rights under this Agreement; or
2.2.4.5 attempt to obtain, or assist others in obtaining, access to the Software, other than as provided under this clause 2.2.4.
2.3 The Client and its Authorised Users shall comply with the terms and conditions of any Third Party Terms.
2.4 The Client shall keep Airship indemnified in full against all direct liabilities, loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by Airship as a result of or in connection with:
2.4.1 the loss or misuse of passwords by the Client, its Authorised Users and Customer; and/or
2.4.2 any claim or demand made by a third party (including but not limited to the Client's Customers) that the Client and/or its Authorised Users are using data which is proprietary to a third party, or that the Client and/or Authorised User does not have permission to use or transfer such data to Airship; and/or
2.4.3 any breach by the Client or its Authorised User of the Airship Data Processing Policy; and/or
2.4.4 any breach by the Client or its Authorised User of any Third Party Terms.
3. DATA PROTECTION
3.1 Data processing obligations:
3.1.1 The Client and Airship acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and Airship is the processor in respect of any Personal Data contained in any Customer Data. Any and all Customer Data that is collected through the registration process or otherwise shall be owned by the Client.
3.1.2 Airship will only process Personal Data with the Client's written instructions for Personal Data covered by these Services as agreed in the Order Form and in accordance with the Airship Data Processing Policy, unless Data Protection Legislation to which Airship or any of its Third Party Providers are subject requires other processing of such Personal Data by Airship or its Third Party Providers, in which case Airship will inform the Client (unless that law prohibits Airship from doing so). Other than as set out in this Agreement, Airship shall not process such Personal Data for any other purpose.
3.2 The parties acknowledge that if there are changes to the Data Protection Legislation or related guidance from regulators during the Term which require either party to take additional steps to enable compliance with their regulatory obligations, the parties shall review the provisions of this clause 3.2 and shall negotiate in good faith to agree changes to such clauses in accordance with Clause 7 & 8 to enable compliance with updated Data Protection Legislation or related guidance from the Information Commissioner or other relevant regulators.
3.3 Airship's Obligations. Airship shall ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential.
3.3(ii) not transfer any Personal Data outside of the United Kingdom unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:
(a) the Client or Airship has provided appropriate safeguards in relation to the transfer;
(b) the Data subject has enforceable rights and effective legal remedies;
(c) Airship complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred;
3.3(iii) assist the Client, at the Client's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
3.3(iv) notify the Client without undue delay on becoming aware of a personal data breach;
3.3(v) at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the agreement, unless required by law to store the Personal Data;
3.3(vi) maintain complete and accurate records and information to demonstrate its compliance with this clause 3;
3.3(vii) the Client consents to Airship appointing a third-party processor of Personal Data under this agreement, being one, or each, of those sub-contractors listed in Appendix 1. Airship confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to, and no less onerous than, those set out in this clause 3, and in either case which Airship undertakes reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Client and Airship, Airship shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 3.
3.4 Data Protection Warranties.
3.4.1 Each party warrants to the other that it will process the Personal Data in compliance with all Data Protection Legislation, applicable laws, enactments, regulations, orders, standards and other similar instruments.
3.4.2 Airship warrants that, having regard to the state of technological development and the cost of implementing any measures, it will take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data, to ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage.
3.5 Indemnity.
3.5.1 Subject to clause 3.5.2 and 3.9 each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this section 3 of this Agreement.
3.5.2 The Client acknowledges that Airship is reliant on the Client for direction as to the extent to which Airship is entitled to use and process the Personal Data. Consequently, Airship will not be liable for any claim brought by a Customer arising from any action or omission by Airship, to the extent that such action or omission resulted directly from the Client's instructions.
3.6 Airship may authorise a Third Party Provider to process the Personal Data subject to the Client's prior written consent and in accordance with Airship's obligations in this clause 3.
3.7 In the event of any loss or damage to Customer Data, the Client's sole and exclusive remedy shall be for Airship to use all reasonable endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained (if any) by Airship in accordance with its archiving procedure. Airship shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by the Client or its Authorised Users or any third party (except, subject to clause 3.8, those Third Party Providers sub-contracted by Airship to perform services related to Customer Data maintenance, processing and back-up).
3.8 Airship shall remain responsible for, and shall indemnify and keep the Client indemnified against, any losses, claims, fines, costs, charges or damages incurred, suffered, or brought against the Client, in connection with or as a result of a Third Party Provider engaged by Airship being in breach of any relevant Data Protection Legislation.
3.9 In the event a Third Party Provider engaged by the Client causes a breach of any relevant Data Protection Legislation, Airship shall use reasonable endeavours, at the Client's cost, to assist the Client and/or Customer to enforce any applicable remedies by applicable laws against such Third Party Provider.
4. AIRSHIP'S OBLIGATIONS
4.1 Airship undertakes that the Services will be performed with all reasonable skill and care. Any dates for performance are estimates only and time shall not be of the essence in relation to such dates.
4.2 Subject to clause 4.5, Airship undertakes that the Software will perform substantially in accordance with the Software Specification as set out in the Order Form. This undertaking shall not apply to the extent of any non-conformance which is caused by use of the Software contrary to Airship's instructions, or modification or alteration of the Software by any party other than Airship or Airship's agents. If the Software does not conform with the foregoing warranty, Airship will, at its expense, use all reasonable commercial efforts to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client's sole and exclusive remedy for any breach of the undertaking set out in this clause 4.2. Notwithstanding the foregoing, Airship does not warrant that the Client's or its Authorised User's use of the Software and the Services will be uninterrupted or error-free.
4.3 With respect to any Errors (other than Critical Bugs) contained in any Services delivered to the Client, Airship shall use reasonable efforts to correct any such Error within a reasonable time and, on completion, submit the corrected part of the Service to the Client. The provisions of this clause 4.3 shall then apply again up to five additional times. If Airship is unable to correct such Error after five attempts, either party may terminate this Agreement subject to the provisions of clause 15 of your Airship Order Form (accrued rights and liabilities).
4.4 This Agreement shall not prevent Airship from entering into similar agreements with third parties, or from independently developing, using, selling or licensing materials, products or services which are similar to those provided under this Agreement.
4.5 Airship does not warrant the performance of any Third Party Software and such use is subject to any applicable Third Party Terms.
4.6 Airship may offer Services which operate utilising third party applications. The Client acknowledges and accepts that Airship has no control over such Third Party Terms of Use or how the Third Party service operates. For instance, a Third Party may change the way it permits account users such as Airship to configure or adapt the applications and Airship excludes any warranty in connection with the performance of the such services or the availability of the Client's information, data or pages on such third party sites or applications.
4.7 Such third parties permit Airship to utilise and reconfigure such third party applications using Airship's Proprietary Software. Such permissions may be withdrawn or amended at any time and are outside the control of Airship. Therefore, Airship excludes all liability for loss, costs and damages suffered by the Client if changes by such third parties cause the Client's site or service through Airship to be affected.
5. ARTIFICIAL INTELLIGENCE FEATURES AND TOOLS
5.1 AI-Powered Features. Where Airship Services Limited provides features or tools that utilise artificial intelligence or machine learning technologies (including but not limited to Ask Airship, AI Performance Dashboard, AI Segments and any other AI-powered functionality made available through the platform from time to time) (collectively "AI Features"), the following terms shall apply.
5.2 Nature of AI Outputs. The Client acknowledges that AI Features generate outputs, recommendations, insights and content based on probabilistic models, and that such outputs may not always be accurate, complete or suitable for the Client's specific purposes. The Client is solely responsible for reviewing, validating and determining the appropriateness of any AI-generated output before acting upon it. Airship Services Limited accepts no liability for any decisions made by the Client in reliance on AI-generated outputs.
5.3 Data Use and AI Training. Airship Services Limited will not use the Client's data or Customer Data to train, develop or improve any AI models without the prior written consent of the Client. Any use of anonymised, aggregated platform data for the purposes of improving AI Features shall not constitute a breach of this clause provided such data cannot be used to identify the Client or any of its Customers.
5.4 Third-Party AI Dependencies. The Client acknowledges that certain AI Features may be powered by or dependent upon third-party artificial intelligence providers. Airship Services Limited shall use reasonable endeavours to maintain the availability and performance of AI Features but accepts no liability for any degradation, withdrawal or change in AI Features resulting from changes made by third-party AI providers outside of Airship's reasonable control. The provisions of the Third Party Terms and Force Majeure clauses of this Agreement shall apply accordingly.
5.5 All AI-generated outputs produced through the Client's use of the platform shall belong to the Client, subject to Airship Services Limited retaining all Intellectual Property Rights in the underlying AI models, algorithms, software and tools used to generate such outputs.
5.6 The Client shall not use AI Features to generate content that is unlawful, harmful, defamatory, discriminatory or otherwise in breach of clause 2.2.2 of this Agreement. Airship Services Limited reserves the right to suspend access to AI Features where it reasonably believes the Client is using them in breach of this clause or in a manner that could bring Airship Services Limited into disrepute.
5.7 The Client acknowledges that AI Features are subject to ongoing development and improvement. Airship Services Limited reserves the right to modify, enhance, limit or withdraw specific AI Features from time to time in accordance with the platform update provisions of this Agreement, with reasonable notice provided where any such change materially affects the Client's use of the Services.
6. CLIENT'S OBLIGATIONS
6.1 The Client shall: provide Airship with:
6.1.1 all necessary cooperation in relation to this Agreement; and
6.1.2 all necessary access to such information as may be reasonably required by Airship;
in order to deliver the Services, including but not limited to EPOS transactions, Coupons and website Data.
6.2 provide reasonable assistance and other Client personnel, as may be reasonably requested by Airship from time to time;
6.3 and appoint the Client's Project Manager as stated in the Order Form, who shall have the authority to contractually bind the Client on all matters relating to this Agreement. The Client shall use reasonable endeavours to ensure continuity of the Client's Project Manager;
6.4 comply with these Airship Terms and Conditions and with all Legislation and applicable laws and terms and regulations with respect to its activities under this Agreement; and
6.5 carry out all other Client responsibilities set out in this Agreement or in any of the Schedules in a timely and efficient manner. In the event of any delays in the Client's provision of such assistance as agreed by the parties, Airship may charge any fees, or adjust the timetable or delivery schedule set out in this Agreement, as reasonably necessary.
7. CHANGE CONTROL
7.1 The Client's Project Manager and Airship's Account Manager shall meet as set out in the Order Form to discuss matters relating to this Agreement. If either party wishes to change the scope of the Services (including Client requests for additional services), it shall submit details of the requested change to the other in writing.
7.2 If either party requests a change to the scope or execution of the Services, Airship shall, within a reasonable time, provide a written estimate to the Client of:
7.2.1 the likely time required to implement the change;
7.2.2 any variations to the Fees arising from the change;
7.2.3 the likely effect of the change on the Services; and
7.2.4 any other impact of the change on the terms of this Agreement.
7.3 If Airship requests a change to the scope of the Services without affecting the charges, the Client shall not unreasonably withhold or delay consent to it. Any increase in charges due to legislation changes or increased costs due to circumstances beyond the control of Airship shall be notified to the Client in advance, and if the Client does not object in writing within 30 days of the notice, the increased charges shall be incorporated as variations to this Agreement.
7.4 If the Client wishes Airship to proceed with a change, Airship has no obligation to do so unless and until the parties have agreed in writing the necessary variations to its fees, the Services and any other relevant terms of this Agreement to take account of the change.
7.5 If the Client does not accept the revised Charges, the Client's sole remedy shall be to give notice of non-renewal in accordance with clause 16 of your Airship Order Form. The Client shall not be entitled to terminate this Agreement during the Term as a result of such change.
7.6 Airship Services Limited may update, enhance or modify the functionality of the Services from time to time in order to improve performance, security, integrations or usability.
7.7 Such updates may include the addition, modification or removal of features where reasonably necessary to support the ongoing development of the platform.
7.8 Where the Client requests work that falls outside the scope of Services set out in this Agreement or Order Form, Airship Services Limited reserves the right to assess such work and charge for it accordingly. Any out-of-scope work will be scoped and costed by a member of the Airship team prior to commencement, and the Client will be notified of the estimated cost in writing. Such work will be invoiced separately from the standard licence fees and is payable in accordance with the payment terms set out in this Agreement. Airship is under no obligation to carry out any out-of-scope work, and commencement of such work is subject to written agreement between both parties.
8. OBLIGATIONS, PROPRIETARY AND USAGE RIGHTS IN CONNECTION WITH SOFTWARE AND SERVICE CONTENT
8.1 The Client acknowledges and agrees that Airship and/or its licensors own all intellectual property rights in the Software and Services except as expressly stated in this Agreement, Airship does not grant the Client or its Authorised Users any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Software and Services.
8.2 The Client acknowledges and agrees for all purposes that all Airship Materials, whether incorporated or associated with the Service Content, shall remain Airship's exclusive property.
8.3 Airship acknowledges and agrees for all purposes that all Client Materials, whether incorporated or associated with the Service Content, shall remain the Client's exclusive property.
8.4 Subject to paragraph 8.7 and payment in full of all Fees due, the Client retains all Intellectual Property Rights in the Client Materials, Service Content and its Marks, and nothing in this Agreement shall be taken to grant any rights to Airship in respect of such Intellectual Property Rights.
8.5 Airship retains all Intellectual Property Rights in the Airship Materials and its Marks, and other than as expressly set out in this Agreement shall be taken to grant any rights to the Client in respect of such Intellectual Property Rights.
8.6 Airship confirms that it has all the rights in relation to the Software that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
8.7 Grant of licence: subject to clause 8.6 during the term of this Agreement the Client grants to Airship the non-exclusive licence (including the right to sub-licence) to use the Client Materials to create and deliver the Service Content through the Service;
8.8 The licence granted under paragraph 8.7 permits Airship to:
8.8.1 modify, electronically reproduce and distribute, integrate with the Airship Materials and the Third Party Materials, and publicly perform and display the Client Materials through the Service;
8.8.2 reproduce and distribute through any media now known, or hereafter developed, excerpts and derivative works of the Client Materials in promotions for, and in marketing and promotional materials related to, the Client's Business.
8.9 During the term of this Agreement, Airship grants to the Client a non-exclusive licence (including the right to sub-license) to use the Airship Materials and Third Party Materials and Service Content to receive the Services.
8.10 During the term of this Agreement, Airship agrees that it shall not:
8.10.1 grant distribution or publication rights to any of the Service Content to any Competitor of the Client, including through a direct data feed, co-branding or premium placement arrangement; or
8.10.2 advertise or promote the Service Content on or in connection with any Competitor of the Client or
8.11 During the term of this Agreement, the Client agrees that it shall not:
8.11.1 (grant distribution or publication rights to any of the Service Content to any third party other than as agreed in writing by Airship including through a direct data feed, co-branding or premium placement arrangement.
8.12 The Client shall be responsible for the accuracy, lawfulness and completeness of the Service Content and is responsible for delivering the Client Materials to Airship in good time as required by this Agreement.
8.13 Airship has no obligation to the Client, and undertakes no responsibility, to review the Service Content (including user-generated content) to determine whether any such Service Content may result in any liability to any third party.
8.14 notwithstanding anything to the contrary contained in this Agreement, if Airship or the Client reasonably believe that any Service Content may create liability for the Client and/or Airship respectively, Airship upon notice by the Client or at Airship's discretion shall remove such Service Content that is prudent or necessary to minimise or eliminate the potential liability.
8.15 Airship shall use the Client Material solely for the purposes of performing its obligations under this Agreement, including in connection with any advertising, marketing and promotional activities undertaken and Service Content developed pursuant to this Agreement. All uses of the Client Materials by Airship, including all goodwill arising, shall accrue solely to the benefit of the Client.
8.16 The Client shall use Airship Materials solely for the purposes of performing its obligations under this Agreement. All uses of the Airship Materials by the Client, including all goodwill arising, shall accrue solely to the benefit of Airship.
9. CONFIDENTIALITY
9.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:
9.1.1 is or becomes publicly known other than through any act or omission of the receiving party and its agreed agents;
9.1.2 was in the other party's lawful possession before the disclosure; or
9.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
9.1.4 is independently developed by the receiving party, which independent development can be shown reasonably to be Confidential Information by written evidence; or
9.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
9.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
9.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party, excluding third parties contracted by the defaulting party.
9.5 The Client acknowledges that the Software, the results of any performance tests of the Software, and the Services constitute Airship's Confidential Information.
9.6 Airship acknowledges that the Client Data is Confidential Information of the Client.
9.7 This clause shall survive termination of this Agreement, however arising.
10. WARRANTIES AND INDEMNITIES FOR IPR IN THE SOFTWARE, SERVICE CONTENT AND USE OF THE SERVICE
10.1 The Client warrants to Airship that the Client Materials, and Airship warrants to the Client that the Airship Materials:
10.1.1 do not infringe any third party's Intellectual Property Rights, other proprietary rights or rights of publicity or privacy;
10.1.2 do not violate any law, statute, ordinance or regulation (including the laws and regulations governing export control);
10.1.3 are not defamatory, trade libellous, unlawfully threatening or unlawfully harassing;
10.1.4 are not obscene, pornographic or liable to incite racial hatred or acts of terrorism, and do not contain child pornography;
10.1.5 do not violate any laws regarding unfair competition, anti-discrimination or false advertising; and
10.1.6 do not contain any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
10.2 The Client shall indemnify Airship against all costs, claims, damages, losses and expenses arising as a result of any claim or action that the Service Content, the Client Materials and/or the Client's Marks infringe Intellectual Property Rights belonging to a third party.
10.3 The indemnity in paragraph 10.2 shall be subject to the following conditions:
10.3.1 Airship shall promptly notify the Client in writing of the claim or action;
10.3.2 Airship makes no admissions or settlements without the Client's prior written consent, not to be unreasonably withheld or delayed;
10.3.3 Airship gives the Client all the information and assistance that the Client may reasonably require; and
10.3.4 Airship allows the Client complete control over any negotiations, litigation and settlement of any such claim or action.
10.4 In addition, the Client shall defend, indemnify and hold harmless Airship 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 Client's (and/or its Authorised Users') unlawful use of the Software or Services.
10.5 Airship shall indemnify the Client against all costs, claims, damages, losses and expenses arising as a result of any claim or action that the Airship Materials, Airship Marks, Airship Proprietary Software, Hosting Services, Platforms, Software, Specification, Third Party Materials and/or Third Party Software infringe Intellectual Property Rights belonging to a third party.
10.6 Airship shall have the exclusive option to exercise sole authority to defend or settle any claim that the Software infringes any third party's rights.
10.7 In the defence or settlement of any claim under clause 10.5, Airship may obtain for the Client the right to continue using the Software, replace or modify the Software so that it becomes non-infringing, or, if such remedies are not reasonably available, terminate this Agreement without liability to the Client.
10.8 Airship shall have no liability under clause 10.5 if the alleged infringement is based on:
10.8.1 a modification of the Software by anyone other than Airship; or
10.8.2 the Client's or its Authorised Users' use of the Software in a manner contrary to the Permitted Purpose or instructions given to the Client by Airship; or
10.8.3 the Client's use of the Software after notice of the alleged or actual infringement from Airship or any appropriate authority; or
10.8.4 breach, error or omission by the Client or its Authorised Users in connection with Legislation or otherwise the terms of this Agreement.
10.9 The foregoing states Airship's entire obligations and liability for patent, copyright, database or right of confidentiality or any other third party rights infringement.
11. FORCE MAJEURE
Neither party shall be liable to the other under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Airship or any other party), failure of a utility service or transport network, act of God, war, terrorism, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm, provided that the Client is notified of such an Event and its expected duration. However, this Force Majeure clause shall not absolve the Client from its liability to pay all charges due to Airship Services Ltd for any Services supplied.
12. WAIVER
12.1 A waiver of any right under this Agreement is only effective if it is in writing, and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
12.2 Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
13. SEVERANCE
13.1 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
13.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
14. ENTIRE AGREEMENT
14.1 These terms are in addition to those clearly stated on your product order form, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or Agreement between them relating to the subject matter they cover.
14.2 Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
14.3 Where the requirements set out in each Order Form are to be fulfilled in separate instalments, deliveries or parts, each instalment, delivery or part shall be made as if the same constituted a separate contract which shall be governed by these terms and conditions.
15. ASSIGNMENT
15.1 The Client may, by giving written notice to Airship assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement
15.2 Airship shall not, without the prior written consent of the Client (not to be unreasonably withheld or delayed), at any time assign, transfer or charge in any other manner all or any of its rights or obligations under this Agreement.
16. NO PARTNERSHIP OR AGENCY
Nothing in this 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).
17. THIRD PARTY RIGHTS
This Agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.
18. NOTICES
18.1 Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand, or sent by pre-paid first-class post or recorded delivery post, to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in this Agreement.
18.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
19. GOVERNING LAW AND JURISDICTION
19.1 This Agreement and any disputes or claims arising out of or in connection with its subject matter are governed by and construed exclusively in accordance with the laws of England.
19.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement.
This Agreement runs between the dates as specified on your Airship Order Form in Schedule 1.
