🔑 Welcome to Made With Intent, and thank you for choosing our innovative customer segmentation platform.
This section contains our legal terms which govern the use of our product, designed to clarify our relationship expectations and protect both parties.
Our company has been in a phase of rapid development, innovation and enhancement since releasing our beta version in September 2023. Our competitive rates reflect where we are in our stage of growth, as well as our ongoing commitment to affordability.
In order for us to maintain such competitive rates we ask that our terms are accepted without amendment. Any changes will reflect the rates we can offer. In return, we can promise we have made them fair, transparent and reciprocal. We don’t ask for any indemnities from you and offer an enhanced liability cap in relation to data and confidentiality because we know how important this is to you.
You may understandably have concerns around data and privacy. We offer anonymity to your site users. No PII data is transferred or utilised, with all interaction data processed and securely stored on Amazon Web Services. Please also refer to our Data and Security Q&A for further assurance.
MADE WITH INTENT LIMITED: TERMS OF USE
Last updated: 20th September 2024
These are the terms of MADE WITH INTENT LIMITED, a company incorporated in England, under company number 14171894 (“Supplier”).
These terms together with the Order Form (defined below) form the “Agreement” between the Supplier and you, the Customer. Use of our Platform is in accordance with these terms. In the event of any conflict between these terms and any Order Form, the Order Form shall prevail.
1. Definitions:
“Authorised Users” those employees and independent contractors of the Customer, who are entitled to use the Platform through the Hosting Services and approved accounts set up and permissioned during onboarding and/or in accordance with the order form.
“Business Day” any day which is not a Saturday, Sunday or public holiday in England and Wales.
“Customer” the party detailed as the ‘Customer’ in the Order Form.
“Customer Data” the data inputted into the information fields of the Platform by the Customer, by Authorised Users, or by the Supplier on the Customer’s behalf.
“Confidential Information” information that is proprietary or confidential and is either clearly labelled as such, or is identified as Confidential Information in clause 9.5 or clause 9.6, or, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as proprietary or confidential.
“Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures” as defined in the Data Protection Legislation.
“Data Protection Legislation” all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
“Derived Data” non personal, user dissociated, Platform activity data, calculations and derived and produced result sets relating to visitor, browser and system information, including user behaviour, interactive and contextual data.
“Development Support” stand alone support services for development and consultancy relating to the Platform.
“Effective Date” the date as stated on the Order Form.
"Platform” the Supplier’s proprietary software allowing innovative customer segmentation.
“Fees” the fees payable to the Supplier, which shall include the Subscription Fees and Hosting Fees, as well as any fees for Development Support, as detailed in the Order Form and indexed annually thereafter in accordance with clause 7.4.
“Hosting Fees” the fees payable for the Hosting Services.
“Hosting Services” the services that the Supplier provides to allow Authorised Users to access and use the Platform, including hosting set-up as set out in the Order Form.
“Intellectual Property Rights” patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, source code, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
“Maintenance and Support” any error corrections, updates and upgrades that the Supplier may provide or perform with respect to the Platform and Hosting Services, as well as any other support services provided to the Customer under the Agreement.
“Minimum Term” is the minimum period and commitment for subscription to the Platform as specified in the Order Form.
“Normal Business Hours” 9.00 am to 5.00 pm local UK time, each Business Day.
“Order Form” the order form to be signed on behalf of the Supplier and the Customer detailing the scope, options, prices and commitment to the Platform and Services and to which these terms apply.
“Services” Hosting Services, Maintenance and Support and Development Support, as applicable, given the context in which the term Services is used.
“Subscription Fees” the fees payable for subscription to the Platform, including the Maintenance and Support, until the end of any valid notice to terminate.
“Virus” anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
“Vulnerability” a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
2. Onboarding Services
2.1 The Supplier shall perform any required onboarding services as set out in the Order Form and shall use reasonable endeavours to meet the performance dates set out in the Order Form, but any such dates shall be best estimates only.
3. User Accounts and Subscription
3.1 In relation to Authorised Users:
3.1.1 the Customer’s access to the Hosting Services shall be limited to Authorised Users and the Customer shall ensure that each Authorised User keeps a secure password for their use of the Platform and that each Authorised User keeps their password confidential; and
3.1.2 the Customer is solely responsible for the acts or omissions of its Authorised Users or any third parties who obtain access to the Platform through Customer usage. The Supplier shall not be liable to the Customer for any loss or damage suffered as a result of the Customer’s failure to comply with this clause 3.1. The Customer shall notify the Supplier promptly if it becomes aware of any unauthorised access or use.
3.2 Subject to compliance with the terms of the Agreement, the Supplier hereby grants to the Customer, subject to the terms of the Agreement, a non-exclusive, non-sublicensable, royalty-free licence to allow Authorised Users only to access the Platform through the Hosting Services and to use the Platform solely for the Customer’s normal business purposes and subject to any restrictions set out in the Order Form.
3.3 the Customer shall not, and the Customer shall procure that any Authorised User shall not, knowingly store, distribute, introduce or transmit through the Hosting Services any Virus, Vulnerability or any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, 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.
3.4 the rights provided under clause 3.2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer, unless set out in the Order Form;
3.5 the Customer shall not, and the Customer shall ensure that the Authorised Users shall not:
3.5.1 attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of the Platform except to the extent expressly set out in the Agreement or as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or
3.5.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties;
3.5.3 access all or any part of the Platform or Hosting Services in order to build a product or service which competes with the Platform;
3.5.4 subject to clause 18 (Assignment), transfer, temporarily or permanently, any of its rights under the Agreement; or
3.5.5 attempt to obtain, or assist third parties in obtaining, access to the Platform, other than as provided under this clause.
3.6 the Customer shall comply with the terms of any third party hosting providers engaged by the Supplier in relation to the Platform. The Supplier shall provide a copy of and/or link to such terms to the Customer upon written request.
4 Customer Data and Processing
4.1 Data Processing Agreement: The parties agree that use of the Platform shall be governed by the provisions of the Data Processing Agreement [https://www.madewithintent.ai/data-processing-agreement] incorporated as part of this Agreement.
4.2 The Customer warrants that it does and shall own all rights, 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 such Customer Data. The Customer shall take all reasonable and appropriate steps to ensure that only such Customer Data as is necessary and relevant for the purposes of providing the Services is transferred to the Supplier.
4.3 The Customer’s sole and exclusive remedy against the Supplier for breach of this clause 4 shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data to a reasonable state of usability as determined by Supplier from the latest back-up of such Customer Data maintained by the Supplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party, including as a result of any third party service provider’s error, fault or negligence that causes loss, theft, abuse, destruction, alteration or disclosure of data. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 4 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation
4.4 The Supplier shall be entitled to collate and use the Derived Data, on an anonymised basis, for the purpose of statistical analysis (primarily identification of trends in data), insight derivation, benchmarking, model training and any other reasonable business activity connect to the Platform. The Supplier may from time to time use the results of such statistical analysis to report back to the Customer on general trends and insights garnered from each Authorised User’s use of the Platform.
4.5 The Supplier may combine the Derived Data with the data of other customers, provided that the data shall never allow for the identification of any underlying individual.
5. Suppliers Obligations
5.1 The Supplier shall, without affecting its other obligations under the Agreement, comply with all applicable laws and regulations with respect to its activities under the Agreement.
5.2 The Supplier will use reasonable endeavours to (i) ensure that the Platform is available for Authorised Users within Normal Business Hours, (ii) that data is also processed out of Normal Business Hours except during planned maintenance periods and (iii) that the Services will be performed with reasonable skill and care.
5.3 The Supplier shall not be liable to the extent of any failure of or defect in the Platform or Services which is caused by use of the Platform contrary to the Supplier’s instructions or any unauthorised modification or alteration of the Platform by any party other than the Supplier or where the Customer introduces third party software that interacts with the Platform, without the Supplier’s prior consent.
5.4 The Supplier shall use its reasonable endeavours to respond to Customer issues relating to the Platform when requested by the Customer or, if no request date or detail is provided by the Customer, as soon as reasonably and commercially practicable, provided all such issues are notified to the Supplier in writing through advised channels and with sufficient detail to accurately describe the issue with example data of scenarios if so requested by the Supplier. Supplier will then endeavour to remedy any such issues as soon as reasonably and commercially practicable.
5.5. Such action set out in 5.4 constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 5.2, unless the Supplier is unable to rectify the defect within a reasonable period of time. Notwithstanding the foregoing, the Supplier does not warrant that the Platform and Services will be free from Vulnerabilities or that the Customer’s use of the Platform and the Services will be uninterrupted or error-free.
6. Customers Obligations
6.1 The Customer shall:
6.1.1 provide the Supplier with all necessary co-operation in relation to the Agreement and all necessary access to such information as may be required by the Supplier, in order to render the Services, including but not limited to Customer Data, security access information and software interfaces to the Customer’s other business applications;
6.1.2 without affecting its other obligations under the Agreement, comply with all applicable laws and regulations with respect to its activities under the Agreement; and
6.1.3 carry out all other Customer responsibilities set out in the Agreement or in any of the Schedules in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Supplier may adjust any timetable or delivery schedule set out in the Agreement as reasonably necessary. The Supplier shall not be liable for any delay in providing the Services where the Customer has not complied with this clause 6.1.3.
7. Charges and Payments
7.1 The Customer shall pay the Fees set out in the Order Form to use the Platform.
7.2 The Fees shall be invoiced monthly in advance.
7.3 Invoices issued by the Supplier to the Customer under the Agreement shall be payable within 30 days of the Customer’s receipt of the relevant invoice.
7.4 All Fees stated or referred to in the Agreement are exclusive of value added tax, which shall be added to the Supplier’s invoice(s) at the appropriate rate, and are subject to annual indexation increases of CPI+2% at each anniversary of the Effective Date.
7.5 If the Supplier has not received any undisputed payment within seven days after the due date, and without prejudice to any other rights and remedies of the Supplier:
7.5.1 the Supplier shall be under no obligation to provide any or all of the Services or provide access to the Platform to the Customer or Authorised Users while the undisputed invoice(s) concerned remain unpaid;
7.5.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 5% over the Bank of England Base Rate from time to time, commencing on the due date and continuing until fully paid; and
7.5.3 the Supplier shall be entitled to take steps to enforce payment, including legal action or suspension of the Platform.
7.6 Should the Customer want to dispute any part of an invoice it should do so 15 days before any such invoice is due for payment.
7.7 If any of the Fees in the Order Form are based on stated volumes, caps or banded tiers of volume with stated thresholds (number of sessions being an example) then the Supplier may calculate and invoice Fees based on the latest actual volume consumed in the period to account for the overage above the volume initially ordered. If the overage is 15% or more for the invoice period, or is 10% or more for three consecutive months, then the Supplier will inform the Customer of the new base Fee level for the next tier or band for the revised volume and the Customer will be asked to submit a corresponding revised Order From. Should such revised Order Form not be approved by the Customer within 20 days then future overage calculations for actual volume consumption will have a 50% premium added.
8. Proprietary Rights
8.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Platform and Services. Except as expressly stated herein, the Agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Platform and Services or any related documentation, other than the rights granted to the Customer in accordance with clause 3.2 of the Agreement.
8.2 The Supplier confirms that it has all the rights in relation to the Platform that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Agreement.
9. Confidentiality
9.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party’s Confidential Information shall not include information that:
9.1.1 is or becomes publicly known other than through any act or omission of the receiving party; or
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 by written evidence.
9.2 Subject to clause 9.4, 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 the 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 the Agreement.
9.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
9.5 The Customer acknowledges that the Platform, the results of any performance tests of the Platform and the Services constitute the Supplier’s Confidential Information.
9.6 The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.
9.7 The Customer hereby consents to the Supplier using the Customer’s name and logo(s) in its promotional and marketing materials.
10. Supplier Indemnity
10.1 The Supplier shall defend the Customer, its officers, directors and employees against any claim that the use of the Platform by the Customer in accordance with the Agreement infringes any patent, copyright, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in final or unappealed judgment or settlement of such claims, provided that:
10.1.1 the Supplier is given prompt notice of any such claim;
10.1.2 the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier’s expense; and
10.1.3 the Supplier is given sole authority to defend or settle the claim.
10.2 In the defence or settlement of the claim, the Supplier may obtain for the Customer the right to continue using the Platform, replace or modify the Platform so that it becomes non-infringing or, if such remedies are not reasonably available, terminate the Agreement without liability to the Customer.
10.3 The Supplier shall have no liability to the extent the alleged infringement is based on:
10.3.1 a modification of the Platform by anyone other than the Supplier;
10.3.2 the Customer’s use of the Platform in a manner contrary to the instructions given to the Customer by the Supplier; or
10.3.3 the Customer’s use of the Platform after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
11. Limitation of Liability
11.1 This clause 11 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer arising under or in connection with the Agreement, whether contractual or non-contractual, in respect of any use made by the Customer of the Platform or the Services or any part of them arising under or in connection with the Agreement (whether for breach of contract, strict liability, tort (including negligence) misrepresentation or otherwise) and in respect of any indemnity provided by the Supplier under the Agreement. The Customer acknowledges that the Fees have been calculated taking into account the risk profile of the Supplier in accordance with this clause 11 and the Agreement generally.
11.2 Save for any cause of action to which 11.3 applies, the Supplier’s total aggregate liability for claims described in 11.1 shall be limited to 100% of Fees paid during the 12 months preceding the date on which the claim arose.
11.3 Notwithstanding clause 11.2 above, Supplier’s total aggregate liability in respect of any claims relating to a breach of clause 4 (Customer Data and Processing), clause 9 (Confidentiality) and clause 10 (Supplier Indemnity) shall be limited to 200% of Fees paid during the 12 months preceding the date on which the claim arose.
11.4 Notwithstanding the above, the Supplier shall not be liable for any loss of profits, loss of business, depletion of goodwill, loss of management time, and/or similar losses, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses howsoever arising under the Agreement.
11.5 Except as expressly and specifically provided in the Agreement:
11.5.1 the Customer assumes sole responsibility for results obtained from the use of the Platform and the Services by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer’s direction;
11.5.2 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.
11.6 Nothing in the Agreement excludes the liability of the Supplier for death or personal injury causes by negligence, for fraud or fraudulent misrepresentation and/or for any other loss or damage which cannot be excludes or limited by English law.
12. Term and Termination
12.1 The Agreement shall commence on the Effective Date and shall continue for at least the Minimum Term from the Handover Date, unless otherwise terminated as provided in this clause 12. After the Minimum Term, the Agreement shall automatically continue until terminated in accordance with this clause 12.
12.2 Either party may terminate the Agreement by giving not less than three months’ notice in writing to the other party, provided that such notice cannot expire during the Minimum Term.
12.3 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:
12.3.1 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 14 days after being notified in writing to make such payment;
12.3.2 the other party commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after receiving notice in writing to do so;
12.3.3 the other party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement;
12.3.4 the other party makes an arrangement with or enters into a compromise with its creditors, becomes the subject of a voluntary arrangement, receivership, administration, liquidation or winding up, is unable to pay its debts or otherwise becomes insolvent or suffers or is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event.
12.4 On termination of the Agreement for any reason:
12.4.1 all licences granted under the Agreement shall immediately terminate and all Fees due or invoiced shall remain payable in accordance with the terms of this Agreement;
12.4.2 each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party;
12.4.3 the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession 30 days after the effective date of the termination of the Agreement and therefore data deletion verification requests or activities by the Customer must be completed within 30 days after the effective date of the termination of the Agreement. The Customer may, no later than 20 days after the effective date of the termination of the Agreement, provide written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall then deliver the back-up to the Customer within 20 days of its receipt of such a written request, provided that the Customer has, at that time, paid all Fees outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
12.4.4 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.
13. Maintenance
13.1 Maintenance Events - Routine, planned maintenance of the Platform or other aspects of the Hosting Services that may require interruption of the Hosting Services shall, except for any emergency maintenance, not be performed during Normal Business Hours. The Supplier may interrupt the Services outside Normal Business Hours for unscheduled maintenance. The Supplier shall at all times use reasonable endeavours to keep any service interruptions to a minimum, provided that the Supplier shall not be liable for any interruption or failure caused by any third-party hosting provider which is beyond the reasonable control of the Supplier.
13.2 Maintenance - Maintenance includes all regularly scheduled error corrections, software updates and those upgrades limited to improvements to features of the Platform. The Supplier shall maintain and update the Platform. Should the Customer determine that the Platform includes a defect, the Customer may at any time file error reports. During maintenance periods, the Supplier may, at its discretion, upgrade versions, install error corrections and apply patches to the hosted systems. The Supplier shall use all reasonable endeavours to avoid unscheduled downtime for Platform maintenance.
14. Force Majeure
Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, any third party hosting provider or the internet, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations,
15. Waiver
A waiver of any right under the 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. Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.
16. Rights and Remedies
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.
17. Entire Agreement
17.1 The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
17.2 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.
18. Assignment
18.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Agreement.
19. Variation
No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
20. Third Party Rights
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.
21. Notices
21.1 Any notice required to be given under the 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 the Order Form, or such other address as may have been notified by that party for such purposes, or sent by email to the other party’s email address as specified in the Order Form.
21.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am 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 email shall be deemed to have been received at the time of transmission.
22. Governing Law and Jurisdiction
22.1 The Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of England.
22.2 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 the Agreement or its subject matter or formation (including non-contractual disputes or claims).