Service Level Agreement

1. The Parties

This Agreement applies between:

• The Person in law, whether an individual or company, to whom Hubspace Limited provides the Service, referred to as the "Client" and;
• Hubspace Limited, based at 367B Church Road, Frampton Cotterell, Bristol, BS36 2AQ, company no. 06636441, referred to as the "Supplier".

References to "we" and "they" and "the Parties" and "us" shall be construed as meaning both the Client and the Supplier.

2. The Service

The Supplier is a specialist in providing a hosted, web-based multi-portal sitebuilding system (the System) and related Services, including the creation of Portals with their own unique look-and-feel (i.e. websites), and the provision of various Modules (i.e. defined feature-sets)

On entering in to this Agreement, the Client will be being supplied by the Supplier with elements of this System and these Services.

Those elements of the System used by the Client at any one time shall henceforth be referred to as the Client System and all Services provided at any one time are henceforth referred to as the Service.

The Client System and associated Portals are accessed by the Client via either:

1. Working domain names under the ownership of the Supplier for the purpose of populating a Portal with content prior to a full launch (or indefinitely if the Client has no need for a bespoke Client-owned domain name) henceforth referred to as a Working Domain (e.g. "client-company.hubspace.co").
2. Full branded domain names under the ownership of the Client (e.g. "www.client-company.com"), henceforth referred to as a Client Domain. Client Domains can, at the discretion of the Client, either be hosted by the Client independently and pointed to a Supplier Portal, or hosted by the Supplier on behalf of the Client.

Standard Services and Modules will be provided for the standard one-off build charges and monthly subscription rates detailed on the separate pricing page (henceforth referred to as the "Charges").

Non-standard services, modules and/or upgrades to the System will, for each Project, be specified in a Project Specification to be signed by both Parties.

This Agreement also relates to the on-going hosting, maintenance, error resolution, upgrades and technical support of the Client System.

3. The Agreement

Please read this document ("the Agreement") carefully as it forms the entire basis for our Agreement when put together with:

1. The Supplier's "Service Charges" and "Subscription Rates" ("Charges") and;
2. Each Project Specification for non-standard Services, Modules and/or upgrades to the System and;
3. Each Purchase Order from the Client

The above statement is to the exclusion of anything we may have already agreed or any other terms that either of us may seek to impose or imply into our relationship. The signature by both Parties of this Agreement constitutes unqualified acceptance of these terms in their entirety.

4. Obligations

1. The Client agrees not to use the Service for the purpose of;
   1. The collection/distribution of obscene or pornographic materials.
   2. The distribution of unsolicited Email.
   3. The collection/distribution of any material that infringes the intellectual property rights of any person.
2. Prior to any Portals going live, or to the System being used by the Client for any business processes, The Supplier will provide the client with a Working Domain at which to access the Client System for the purposes of training and review, and to allow the Client to create / modify Content.
3. The Parties shall work together to progress the Client System using reasonable care and skill in their work and dealings with each other and with Third Parties who may become involved in the Client System.
4. The Client is under no obligation to proceed with the purchase of Standard Services or until the Supplier has received a Purchase Order or Cash Deposit from the Client.
5. The Client is under no obligation to proceed with the purchase of Non-Standard Services until both Parties have signed the related Project Specification.
6. The Parties shall provide a safe working environment for each other's employees, contractors or agents who carry out work on the Client System at their premises.

5. Payment Terms

All subscriptions and charges ("Charges") are detailed on the separate pricing page.

One-Off Charges

1. For all Projects charged on a one-off basis, whether Standard (e.g. the creation of a standard Portal) or non-standard and supported by a Project Specification (e.g. a specialist module commissioned by the Client), the Client will pay:
   1. A deposit of 50% prior to the commencement of the work
   2. The balance of 50%, due within two months of delivery, unless rejected by the Client on reasonable grounds within that two months, in which case the Supplier will deliver a reworked version of the Project and the balance will once again be due within two months of delivery.

Subscriptions

2. For all monthly subscriptions, whether standard or otherwise:
   1. The Client will pay the Supplier one month in advance by Credit/Debit Card, to be taken by the Supplier automatically, or quarterly in advance by cheque or BACS transfer. It's at the Client's discretion which of these payment options to use.
   2. Subscription charges begin on the date at which the Client System is first accessed by the Client, whether via a Working Domain or a Client Domain.
   3. There is no minimum subscription period - that is, subscriptions can be cancelled by the Client at any time but any paid-up subscriptions are non-refundable.
   4. Invoices for payments by cheque or BACS transfer will be issued by the Supplier to the Client in advance. Invoices for paid-up subscriptions by Credit/Debit Card will be issued by the Supplier to the Client quarterly in arrears.

Bandwidth

3. Each subscription level includes a monthly bandwidth allowance. These allowances are intended to be generous and are unlikely to be exceeded. The first month that the Client does exceed its bandwidth allowance will be provided by the Supplier for no extra charge. If the Client exceeds its bandwidth allowance for two months in a row, the Client will automatically be bumped up to the next highest subscription band.
4. Clients with multiple Portals will be able to share their bandwidth allowance amongst these portals. That is, if one Client Portal exceeds its bandwidth allowance by a certain amount and another Client Portal falls short of its allowance by an equal or greater amount, the bandwidth allowance over-all will be considered not to have been exceeded.

Price Changes

5. The Supplier commits to not raising Subscription charges beyond the level of inflation as given by the Retail Price Index from the moment that the Client enters in to this Agreement in relation to whichever Portals the Client is subscribing to. The Supplier reserves the right to raise the aforementioned subscription charges in line with inflation. The Supplier reserves the right to raise new Portal Service and Subscription charges at any time to whichever level it chooses.
    
6. An exception to clause 5.5 above, is if the Client subscribes at a stage when the Supplier is not VAT registered, the Supplier reserves the right to add VAT to the subscription charges at the point that the Supplier becomes VAT registered.

6. Commissioning of New Work

Standard Modules

1. For standard Modules that are not, at any particular time, included in the Client System but that the Client now wishes to have included:
   1. Up-front charges: The Module itself will be added for no extra charge, but if there are any new Portal templates required there will be a charge to style them in accordance with the look-and-feel of the Portal - as detailed in the Charges on the pricing page.
   2. Ongoing subscriptions: If the Module isn't included in the Client's current subscription band, then the subscription will increase to whichever band the Module is included in. This increase will take place from the first day of the month following the introduction of the new Module.

Non-Standard Modules

1. For non-standard Modules that require a Project Specification:
   1. The Client shall first provide the Supplier with a written brief. If necessary, the Client and the Supplier will then discuss the brief until all elements are clearly understood.
   2. Unless the Supplier wishes to decline the brief, the Supplier will then respond with a clear written Project Specification, which includes a fixed quote for the Project. The Client and the Supplier will discuss and amend the Project Specification where necessary.
   3. The Supplier will hold any final quote given in the Project Specification open for a period of 60 days.
   4. If the Client wishes to go ahead with the Project, then a manager or director from the Supplier and a manager or director from the Client shall sign the Project Specification. The Project then becomes included in the scope of this Agreement.

7. Intellectual Property Rights

Content Rights

1. Once the Supplier has completed any visual designs and initial Content (documents, text, images etc.) produced for the Client, the Supplier shall assign to the Client all Rights owned in that Content throughout the world, PROVIDED THAT the Supplier shall be entitled to use the Intellectual Property Rights devised by it for its own promotional purposes.
2. The Supplier hereby warrants that it will procure the assignment of all Rights in Third Party Content incorporated in the Client System to the Client to give effect to the above paragraph unless agreed otherwise with the Client in writing.
3. The Supplier shall be allowed a discrete written credit at the top of any Portal for the design and creation of the Portal, and/or for the provision of the System.
4. The Client owns all Rights in any Content created by the Client using the content management tools of the Client System.
5. Subject to restrictions on use of Third Party Content, the Client shall have the right to add to or modify any of the Content without the Supplier's permission or supervision, whether or not that Content was initially created by the Supplier.

Software Rights

6. All Rights in the Software remain with the Supplier. However, on Delivery of each Portal, Project, Service or Module, the Supplier will grant to the Client a nonexclusive worldwide irrevocable royalty-free licence to use all Rights in the Software for the purposes of operating the Client System, provided that the Supplier's standard subscription fees continue to be paid. For the avoidance of doubt, such licence shall extend to the Client's successors and assignees; any third party for whose benefit the Client System was provided; and to users of the Client System. Where any element of the Software comprises Third Party Material, the Supplier will obtain a licence for the Client or assist the Client to obtain a licence directly from such third party.
7. The Supplier shall, before Completion of any Project, permit the Client to use any Content initially created by the Supplier, and to use the Software for the purposes of complying with its obligations set out in “Obligations” (clause 4) and to review the Client System in accordance with any active Project schedule.
8. The Supplier shall at any time upon request of the Client do and execute all such acts, deeds, documents and things as may reasonably be required by the Client to perfect and complete the grant of the Rights and licenses conferred by this Agreement.
9. With regard to any ongoing improvements, modifications or other alterations that the Supplier makes to any parts of the Client System, whether commissioned by the Client or provided as part of the standard Service, all Rights in, and licence to use, such new Software shall be owned in the same way as is detailed above.

8. Hosting, Maintenance and Upgrades

1. For as long as the Client pays the relevant Subscriptions, the Supplier will host and maintain the Client System. This service includes:
   1. Hosting of any commissioned Portals.
   2. A bandwidth allowance as specified in the relevant subscription band of the "Subscription Rates" document.
   3. Full daily back ups of the Client Data.
   4. On-going maintenance, bug fixes, code optimisation and upgrades.
   5. Holding and automatic renewal of your domain names. The cost of renewal for one domain name per portal is included in any Subscription. Any further domain names will be charged at a rate detailed in the Charges.
2. There is no option for the Client to host the Client System with an alternative Internet Services Provider.
3. The Client will notify the Supplier of any maintenance issues or Software bugs using whichever support system the Supplier has in place at that time.
4. The Developer will provide the Client with a designated hotline number in the unlikely event that there are critical issues that cause the Client severe operating difficulties, such as being unable to log in to the Client System or a Portal going down completely. The number will be available from 9am to 6pm. The Supplier will use its best endeavour to fix any such issues within 4 hours of notification.
5. The Supplier will provide a release schedule for the resolution of any non critical issues or bugs.
6. The hosting environment will be secure and adequately protected against virus or hacking attacks.
7. The Client is to be notified of any changes in the hosting arrangements.
8. The Supplier guarantees not to move the hosting of the Client System or to transfer any data belonging to the Client to any country outside the European Economic Area unless first given written authorisation from the Client.

9. Training and Support

1. Up to two hours of in-person training (possibly at the same time as other Clients are trained) is included in the delivery of each standard Portal. Charges for further training are detailed in the Charges.
2. The Supplier will provide the Client with comprehensive and easy to follow training documentation.
3. As part of the standard Service, The Supplier will provide the Client with advice and support in response to at least 3 email requests per month. In reality The  Supplier will rarely refuse a request if this limit is exceeded, but The Supplier reserves the right to arrange a more comprehensive support package in return for a monthly fee from The Client in cases where responding to support requests becomes particularly time intensive. Of course, this potential limit does not include the reporting of issues where there's a bug in the software.
4. Requests will be responded to, either by email or telephone, at some time during the two working days following the day on which the request was made, by 5.30pm at the latest. A working day is defined as Monday to Friday, excluding bank holidays.
5. The Supplier will make trained and qualified personnel available to respond to all requests in the manner specified above.
6. Immediately following the signing of this agreement, the Client must provide the Supplier with the name, function, telephone number and e-mail address of up to two people authorised to receive support.
7. While the Supplier will always use its best endeavour to answer support requests that fall within the specified quota, the Supplier reserves the right to consider certain requests to be a training issue rather than a support issue, and therefore to offer training rather than a standard support response. The Supplier reserves the right to charge for such training at the Supplier's standard rate.
8. Time spent on requests that go beyond 3 per month shall be charged at the Supplier's standard rate.

10. Third Party Services and Websites

The Service and the Client System referred to in this Agreement may contain features and functionalities that link the Client System to, provide the Client System with access to, or integrate the Client System with, third party content and/or services, including websites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole ("Third Party Services").

1. This agreement does not apply to Third Party Services. Before using a third party website or service, it is the Client's responsibility to review the third party's terms and conditions, privacy policy and all other relevant documents, and inform itself of the regulations, policies and practices of such Third Party Services. This includes ensuring no infringement of copyright or other intellectual property laws.

11. Confidential Information

1. Both Parties acknowledge a duty not to disclose without the other's prior written permission any information concerning the other's business, its business plans, customers or associated companies or resulting from studies or surveys commissioned by the Client (“Confidential Information”), either during the term of this Agreement or after termination of the Agreement to any person except:
   1. Their own employees and then only to those employees who need to know the same.
   2. Any person who is for the time being appointed by the Supplier to maintain the Equipment on which the System is being used, and then only to the extent necessary to enable such a person to properly maintain the Equipment.
   Both Parties undertake to ensure that persons and bodies referred to above are made aware before the disclosure of any part of the information that the same is confidential and that they owe a duty of confidence to the other Party.
2. In particular, the Supplier acknowledges its responsibility to treat in complete confidence all the marketing, sales and other information and statistics relating to the Client's business with which the Client may supply the Developer in the course of working together.
3. Each party to this Agreement shall promptly notify the other Party if it becomes aware of any breach of confidence by any person to whom it divulges all or part of the Information and shall give the other Party all reasonable assistance in connection with any proceedings which the other Party may institute against such persons for breach of confidence.
4. If the Client requests it, any Confidential Information given by the Client to the Developer shall be returned to the Client when no longer required by the Developer to complete the corresponding Project or Service.
5. The Developer shall impose these obligations in respect of Confidential Information on its own personnel and obtain written assurances from any third parties to whom Confidential Information has to be disclosed in order to enable the Developer to carry out its obligations.
6. This clause shall not prevent:
   1. The disclosure of Confidential Information in the proper performance of the Developer's duties;
   2. The disclosure of Confidential Information if required by law;
   3. The disclosure of Confidential Information that has come into the public domain otherwise than through unauthorised disclosure.

12. General Warranties and Indemnities

1. Should either Party or its employees sustain any loss or liability, costs (including legal costs) or damages as a result of the other's breach of this Agreement, the Party in breach shall indemnify the other in full save in respect of consequential loss.
2. The Developer warrants that, in relation to the Client System and any included Portals, it shall not publish any Content on the Internet without the Client's prior authorisation, except in cases where example Content is required to demonstrate the functionality of the Client System or the design and navigational structure of any Portals (“Demo Content”). The Supplier will indemnify the Client in respect of any loss or liability, costs (including legal costs) or damages incurred as a result of the publication of such unauthorised Demo Content save in respect of consequential loss.
3. Except where the Developer has breached this Agreement, or where the Developer has published Demo Content, the Client accepts full legal responsibility for publication of the Content on the Internet and will carry out a full audit of any Content before publishing or authorising the Supplier to publish it on the Internet and the Client will indemnify the Supplier in respect of any loss or liability, costs (including legal costs) or damages incurred as a result of such publication save in respect of consequential loss.
4. For the avoidance of doubt any costs incurred in taking legal or other advice and undertaking trade mark or other searches and enquiries as the Parties may agree should be undertaken shall be paid by the Client subject to prior written approval of such costs by the Client.
5. In addition, the Client warrants to the Supplier that it will comply with the terms of all Third Party licences notified in writing to it by the Supplier as required for the operation of the Client System and the Client will indemnify the Supplier in respect of any loss or liability, costs (including legal costs) or damages incurred as a result of such use of Third Party services save in respect of consequential loss.

13. Limits on Liability

1. Nothing in this Agreement limits liability for death or personal injury caused by negligence or fraudulent miss-statement.
2. Subject to the above clause, the total liability of either Party to the other shall not in any circumstances exceed £1m sterling.
3. If either Party is affected by any circumstances beyond our reasonable control (including but without limitation any act of God, war or military action, terrorism, sanction, strike, fire, natural disaster (“Force Majeure”)) it shall forthwith notify the other party of the nature and extent thereof. Neither Party shall be liable to the other for delay in performance, or non-performance of any of its obligations under this Agreement when due to any Force Majeure of which it has notified the other and the time for performance of that obligation shall be extended accordingly.

14. Insurance

1. The Supplier shall during the term of this agreement maintain employer's liability, public liability and professional indemnity insurance cover in respect of its liabilities arising out of or connected with this Agreement, such cover to be with an insurance company of repute. The Supplier shall, on request, supply copies of the relevant certificates of insurance to the Client as evidence that such policies remain in force. The Supplier undertakes to use reasonable commercial efforts to pursue claims under such insurance policies.

15. Clearance

1. Both the Client and Supplier shall comply with any applicable laws and other rules and regulations, such as data protection legislation, gaming, betting, lotteries, amusements, financial services, telecommunications and broadcasting etc. whether on a statutory or self-regulatory basis and to co-operate with each other in order to ensure such compliance, including keeping the other informed as soon as they become aware of any potential relevant issue.

16. Data Protection

1. In addition to clause 14 above, the Client shall be responsible for briefing the Supplier about its data protection requirements in respect of the Client System and Portals and shall provide the Supplier with all such materials and information as is needed to ensure that the design of any Portals is compliant with relevant data protection laws and regulations, for example, by providing on-line privacy policies to be included on any Portals.
2. The Supplier shall take adequate security measures in its processing of any data on behalf of the Client and shall adhere to the Client's privacy policy.

17. Client's Source Content

1. The Client warrants to the Supplier that Client Source Content is free of all defamatory matter, inaccuracies or legal restriction, including advertising regulations. In this regard, the Client hereby agrees to indemnify the Supplier against all costs and losses whatsoever incurred by the Supplier, its employees or sub-contractors as a result of any claim made against the Client or any of the above in any jurisdiction in the world for infringement of any Intellectual Property Rights in Client Source Content, defamation or any other action as a result of breach of this warranty.

18. Restrictions

1. The Client and Developer undertake that they shall not for the period of 6 months after termination of this Agreement, solicit or engage any person who was an employee or consultant or otherwise engaged by the other during such period and who had dealings with them, unless with the express permission of the other.
2. Whilst the Client and Developer consider this restriction to be reasonable we both agree that if a court of competent jurisdiction considers that such restriction is invalid but would have been valid if either the period or its scope thereof were reduced then such restriction shall continue to apply but with such restriction or restrictions necessary to enable its validity.

19. Contract Term and Validity

1. This Agreement becomes valid immediately;
   1. Following a signature by both Parties, or
   2. Following submission by the Client of the terms and conditions form on the Hubspace website, or confirmation by email by the Client of the acceptance of this Agreement, as well as the Client's first Subscription or deposit payment and acceptance of this payment by the Supplier.
2. This Agreement is valid for as long as the Client continues to Subscribe to the Service.
3. The Service and System is continually evolving and the Supplier may wish to modify this Agreement from time to time. The Client will be notified ahead of time if these changes in any way increase the price or reduce the specification of any of the services in the current Client System. In these cases, the Client will have the opportunity to object to any changes that the Client does not consider to be in its interest and the Supplier is obligated to work with the Client to find an acceptable solution to both Parties. If such a solution cannot be found, the issue will be decided by putting it to the vote of all Clients using the System. The Client will be notified in arrears if the changes to the Agreement do not in any way increase the price or reduce the specification of any of the services in the current Client System.
4. If any provision of this Agreement is declared by any competent authority to be void, illegal or otherwise unenforceable, the remaining provisions of this agreement shall remain in full force and effect.

20. Default

1. Accounts unpaid by the Client 60 days after the date of invoice will be considered in default. If after 7 days of a written warning the Client has still failed to make payment, the Developer reserves the right to completely deny access to the Client System. Denial of access does not relieve the Client of any obligation to pay any outstanding charges assessed to the Client's account.
2. Cheques returned for insufficient funds will be assessed a return charge of £30 and the Client will immediately be considered in default until full payment is received.
3. In the event of the Client being denied access to the System due to non-payment, such access will be permitted once the accounts have been paid and the System will remain unchanged.
4. The Client will not be in default if non-payment of an invoice has arisen from any breach of this Agreement or other default on the part of the Developer.
5. The Supplier reserves the right to charge overdue invoices the rate of interest laid out in English law.

21. Cancellation, Termination and Service Sustainability

1. The Client may cancel this Agreement and so the Service at any time. The Supplier reserves the right to insist upon confirmation by post of any cancellation request, primarily to ensure that no accounts are cancelled in error. Following notification of cancellation by the Client, the Service will be withdrawn from the date up to which the Client has paid the Subscription.
2. Following cancellation of the Service, if any charges remain due, an invoice will be sent for outstanding work by the Supplier completed to the date of first notice of cancellation, for payment in full within 30 days.
3. Without prejudice to any other rights and remedies, either the Client or the Developer may by written notice to the other party terminate this Agreement with immediate effect following the occurrence of one or more of the following events:
   1. If the other Party has committed any breach of any material term of this Agreement and (if the breach is capable of remedy) has failed to remedy such breach within 28 days of receipt of written notice specifying the breach and requiring remedy; or
   2. If the other Party fails to pay any sum due to the other Party within 28 days of receipt of an invoice; or
   3. If the other Party has a receiver appointed over all or a substantial part of its assets, or is the subject of any petition for winding up or issues any notice in connection with the passing of any resolution by its shareholders for its winding up or is otherwise the subject of proceedings for bankruptcy or enters into a voluntary arrangement or is otherwise unable to pay its debts as they fall due, or otherwise ceases trading.
4. Upon cancellation of the Service by the Client, a copy of all the System data (including database, images, media, text and other files) will be made available either on CD ROM or in a compressed form by email.
5. The Supplier may not terminate the Agreement unless:
   1. The Supplier has a receiver appointed over all or a substantial part of its assets, or is the subject of any petition for winding up or issues any notice in connection with the passing of any resolution by its shareholders for its winding up or is otherwise the subject of proceedings for bankruptcy, or otherwise ceases trading.
   2. For reasons outlined in point 3 above.
6. In the event that the Supplier terminates the Agreement for the reasons outlined in point 5a above, or in the event that the Client terminates the Agreement for reasons outlined in point 4 above, the Supplier will grant the Client a single-user licence to continue using and developing the Software in perpetuity. The Supplier will provide the Client with unencrypted source code and programmers' notes along with all program files and Client Data files. The Supplier will also use its best endeavour to ensure a smooth transfer of the Service from the Supplier to the an alternative supplier as designated by the Client. This will be provided within 30 days of the date of termination or cancellation, at no additional cost to the Client.
7. For the avoidance of doubt, any termination shall be without prejudice to the provisions of clause 10 (Confidential Information) and to any other obligations of a continuing nature or any other Rights that either Party may have under this Agreement or otherwise.

22. Assignment to Third Parties

1. Neither Party shall assign the benefit or burden of this Agreement to a Third Party without the other’s prior written consent (not to be unreasonably withheld), except where the Client is acting as an agent for a Third Party, in which case the Client shall at any time be able to assign the benefit of this Agreement to that (and only to that) Third Party.

23. Successors and Assignees

1. This Agreement shall be binding upon, and inure to the benefit of, the Parties and their respective successors and permitted assignees, and reference to a Party in this Agreement shall include its successors and permitted assignees.
2. In this agreement references to a Party include a person:
   1. Who for the time being is entitled (by assignment, novation or otherwise) to that Party’s rights under this Agreement (or any interest in those rights); or
   2. Who, as administrator, liquidator or otherwise, is entitled to exercise those rights; or
   3. To whom those rights (or any interest in those rights) are transferred or pass as a result of a merger, division, reconstruction or any other reorganisation involving that Party. For this purpose, references to a Party’s Rights under this agreement include any similar rights to which another person becomes entitled as a result of a novation of this Agreement.

24. Dispute Resolution

1. Unless the Parties agree otherwise, no litigation in respect of any dispute between them shall proceed unless and until the Parties have used their best endeavours amicably to settle the dispute through non-binding confidential mediation. Mediation shall take place in England with a Mediator appointed by the Centre for Dispute Resolution and the costs of any such mediation process shall be shared equally between the Parties.

25. General

1. Nothing in this Agreement shall be deemed to constitute a partnership between the Client and the Supplier and neither of us shall do or suffer to be done anything whereby it may be represented as the other’s partner.
2. Where the Supplier deals with any third party in relation to this Agreement, it does so as principal and not as the agent of the Client.
3. If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect, that shall not affect the legality or validity or enforceability of any other provision of this Agreement.
4. No forbearance, delay or indulgence by either Party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that Party nor shall any waiver of rights operate as a waiver of any subsequent breach of this Agreement.
5. The United Kingdom shall be considered the place of first publication of any material on the Internet.
6. This Agreement may only be varied by written agreement between the Parties.
7. This Agreement shall be governed by and construed In accordance with English law and the parties submit to the nonexclusive jurisdiction of the English Courts.