ESET Policy Hub

GENERAL

1. The clause headings in these Terms are inserted for ease of reference only and shall not affect the construction or interpretation of these Terms.
2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
3. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
5. These Terms shall be binding on, and enure to the benefit of, the parties to these Terms and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.
6. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
7. You are classified as a business customer. These Terms are for business customers, (being a person acting for purposes relating to that person’s trade, business, craft or profession, whether acting personally or through another person acting in the trader’s name or on the trader’s behalf). If you are a consumer customer, (being an individual acting for purposes which are wholly or mainly outside that individual’s trade, business, craft of profession), then separate terms and conditions will apply to the sale of the Software and/or the Help-Desk Service (as defined in clause 11).

OFFER, ACKNOWLEDGMENT AND ACCEPTANCE

1. Any prices, quotations and descriptions made or referred to on the Website or in any written proposal made by us (“ Proposal”) are subject to availability, do not constitute an offer which is capable of acceptance by you and may be withdrawn or revised at any time prior to our express acceptance of your order for the Software (“ Your Order”).
2. While we make every effort to ensure that items appearing on the Website are available, we cannot guarantee that all items will be immediately available when you submit Your Order. If we discover an error in the price of goods you have ordered we will inform you as soon as possible and give you the option of reconfirming Your Order at the correct price, or cancelling it. If we are unable to contact you, we will treat Your Order as cancelled. If you cancel pursuant to this clause 2.2, and you have already paid for the goods, you will receive a full refund.
3. We are under no duty to accept Your Order and we may reject Your Order, without incurring any liability, if we are unable to process or fulfil it for any reason whatsoever. Should we be unable to process or fulfil Your Order, we will refund any prior payment that you have made for that item.
4. Your Order shall constitute an offer by you for us to supply the Software to you on these Terms and that offer shall be subject to our subsequent acceptance. If you are a natural person acting on behalf of your organisation, then by submitting Your Order you represent that you have legal authority on behalf of your organisation to enter into a contract with us.
5. By submitting Your Order (which shall include confirmation of the price, a description of the Software to be supplied and term of your licence to use the Software), you warrant that all information provided by you when placing Your Order, including all payment details set out in any purchase order, are correct, up-to-date, accurate and sufficient for us to fulfil Your Order following our acceptance of Your Order in accordance with clause 2.3.
6. Prior to our acceptance of Your Order, an automatic e-mail acknowledgement of Your Order may be generated by us (“Order Acknowledgement”). Please note that any Order Acknowledgement does not constitute a formal acceptance of Your Order, it merely confirms that we have received Your Order.
7. Our acceptance of Your Order (“Acceptance”) shall take effect and our contract with you to supply the Software will come into being at the point at which we communicate to you our express acceptance of Your Order. We will communicate our express acceptance by sending you an e-mail, which will include details of: your username, password and the licence key with Software installation instructions.
8. Our contract to supply the Software to you will be subject only to the provisions of these Terms and the Licence Agreement, to the exclusion of all other terms and conditions (including any terms or conditions which you purport to apply under any purchase order, confirmation of order, specification or other document, whether communicated to us before or after the date on which you submit Your Order to us).
9. We may keep records of Your Orders received, acknowledgements, Acceptances and other contract records for a reasonable period of time after our Acceptance and in accordance with clause 15 (Data Protection) and our Privacy Policy, which can be found on the Website, a copy of which can be made available to you on request.
10. We may be able to provide you with copies of documentation referred to in clause 2.9 above, upon receipt of your written request, although our provision of such documentation is not guaranteed. It is your responsibility to ensure that you print a copy of all such documents, these Terms and the Licence Agreement for your own records.
11. Brexit trigger, renegotiation and termination
    1. For the purpose of this clause 2.12, a “ Brexit Trigger Event” means any of the following events if caused by Brexit or any discussions, proposals, negotiations or any other steps taken by the UK government or a body in any other jurisdiction in anticipation of or related to preparation for Brexit:
       1. Change in Law: a change in the Law or a new requirement to comply with any existing Law or existing Law ceasing to apply to a party. For these purposes, “Law” means any legal provision which a party must comply with including any law, stature, subordinate legislation within the meaning of section 21(1) of the Interpretation Act 1978, enforceable EU right within the meaning of section 2 of the European Communities Act 1972, bye-law, regulation, order, mandatory guidance or code of practice, judgment of a court of law, or requirement of any regulatory body, whether in the UK or elsewhere;
       2. Trade tariff: in any jurisdiction, the imposition of, or a change to, a duty, tax or levy imposed on imports or exports of the Software provided that such a change or imposition is not applied equally in respect of the whole of the EU for so long as the UK remains a member of the EU;
       3. Licence or consent: in any jurisdiction, the loss of, a change to or the imposition of a new requirement for any licence or consent required by the parties to perform the contract or to commercially exploit the Software;
       4. Other change: a change to the business or economic environment in which we operate which is not caused by clause 2.12.1a. to clause 2.12.1.3 above or by any fluctuation in currency exchange rates.
    2. If a Brexit Trigger Event occurs, we may:
       1. on written notice (“ Brexit Amendment Notice”) require you to negotiate with us in good faith to amend the contract to alleviate the Brexit Trigger Event; and
       2. if no such amendment is made to the contract, within 30 days of the service of a Brexit Amendment Notice, terminate the contract by giving you not less than 30 days’ written notice.
    3. Save as expressly provided in this clause 2.12, a Brexit Trigger Event shall not terminate or alter (or give you a right to terminate or alter) the contract, or invalidate any of its terms or discharge or excuse performance under it. If there is an inconsistency between the provisions of this clause and any other provision of the contract between the parties, the provisions of this clause shall prevail.
    4. After delivery of a Brexit Amendment Notice, and until this contract is varied under clause 2.12.2a. or terminated under clause 2.12.2b. above, the parties shall, unless prohibited by law, continue to comply with the terms of the contract, except that we need only use reasonable endeavours to comply with our obligations under the contract insofar as they are affected by the relevant adverse impact caused by the Brexit Trigger Event.
12. We may update these Terms and/or the Licence Agreement from time to time to reflect changes in relevant laws and regulatory requirements.

PRICE AND PAYMENT

1. Our prices (to include the relevant currency) for the Software are, unless stated otherwise on our Website or in our Proposal, as quoted on the Website or in our Proposal and shall be confirmed in our Acceptance. If there is any conflict between the price quoted on our Website and that which is quoted in our Proposal, then the price quoted on the Proposal shall prevail.
2. The price quoted on the Website or in our Proposal excludes VAT (unless stated otherwise on our Website or in Proposal). VAT will be charged at the rate applying at the time of delivery.
3. When placing Your Order with us, you shall submit your purchase order using our submission details on our Website. Any purchase order submitted by you shall subject to our Acceptance in accordance with clause 2.7 and to clause 2.8.
4. We have the right at any time prior to our Acceptance to withdraw any discount or disapply any promotion code and/or to revise prices to take into account increases in costs including (without limitation) costs of any materials, labour or the increase or imposition of any tax, duty or other levy and any variation in exchange rates. We shall notify you as soon as reasonably possible of any price changes. If you are not happy with the proposed price changes then you will be able to terminate Your Order.
5. We also reserve the right, following our Acceptance, to notify you of any errors in the Software or pricing prior to you downloading the Software. In such event if you choose to continue with downloading the Software, you acknowledge that the Software will be provided on that basis and in accordance with such revised corrected price. If you reject the price correction or the Software under these circumstances, then you shall have the right to terminate your contract with us by serving us with written notice prior to your downloading the Software and we will refund the price to you.
6. Where the sale of the Software is invoiced by us, each invoice shall be due and payable in full within thirty (30) calendar days of the date of our invoice.
7. If at any time you fail to pay any amount due on the relevant due date, without limiting our other remedies under 8 (Termination), we may by notice declare all invoiced amounts unpaid at that date to be due and payable and those amounts shall then immediately be payable by you.
8. Interest on any overdue sum owed by you will be charged from the due date until payment of the overdue sum, whether before or after judgment. Such interest will accrue on a daily basis at eight percent (8%) a year above the Bank of England's base rate from time to time (or, if lesser, at the maximum amount permitted under applicable law).
9. We may suspend the supply of the Software (or any other services supplied by us under these terms or any other agreement with you) until payment has been made in full.
10. No counterclaim or set-off may be deducted from any payment due without our prior written consent. We may also take action against you for the price of the Software at any time after payment has become due.
11. Any extension of credit allowed to you may be changed or withdrawn at any time on notice to you.
12. You shall hold us fully indemnified and shall pay to us on demand all and any costs (including reasonable out-of-pocket expenses, legal and other professional costs on a full indemnity basis), charges or losses sustained or incurred by us (including any direct, indirect or consequential losses, loss of profit and loss of reputation and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from your failure to pay to us any overdue sum due under these Terms.

DELIVERY

1. While we endeavour to meet stated timescales or dates for the sending of the information set out in clause 2.7, we shall not be liable to you in respect of delays or failure to do so. As such, any timescales specified on our Website, our Proposal, any Order Acknowledgement or Acceptance are estimates only.
2. Delivery of the information referred to in clause 2.7 shall be to a valid e-mail address submitted by you. You must check your email address details on any Order Acknowledgement or Acceptance we provide and notify us without delay of any errors or omissions.

INTELLECTUAL PROPERTY RIGHTS & LICENCE AGREEMENT

1. All intellectual property rights in the Software are owned by our head licensor, ESET, spol. s r. o. and/or its licensors. ESET, spol. s r. o. reserves all rights to the Software, save as expressly granted under the Licence Agreement.
2. We are licenced to grant you access to the Software, but subject to you agreeing to enter into the Licence Agreement with ESET, spol. s r. o. As such, the Software supplied by us cannot be installed without you agreeing to the terms of the Licence Agreement. The Software is licensed, not sold.
3. The Software may not be copied, adapted, translated, made available, distributed, varied, modified, disassembled, decompiled, reverse engineered or combined with any other software, save to the extent that:
   1. 5.3.1. this is permitted in the Licence Agreement; or
   2. applicable law expressly allows such a right which cannot legally be excluded by contract.

WARRANTIES

1. 6.1 The Software is supplied by us 'as is' and all warranties, representations, conditions and other terms implied by statute or common law in respect of the sale of Software (including but not limited to those relating to quality, fitness for purpose, performance or correspondence with description) are, to the fullest extent permitted by law, excluded from these Terms.
2. We do not offer a warranty that use of the Software will be uninterrupted or error free.
3. We do not offer any warranties, representations or guarantees in relation to the Software installation, configuration, error/defect correction or Help-Desk Services.
4. You assume all responsibility and risk for the selection of the Software to achieve your intended results and for the installation, use and results obtained from the Software.
5. You are advised to refer to the Licence Agreement with regard to determining your rights against our head licensor, ESET, spol. s r. o.
6. These Terms also apply to any repaired or replacement Software supplied by us to you.

LIABILITY

1. We shall have no liability to you any loss or damage, notwithstanding any negligent act or omission, arising from the contract or the supply of the Software or its use, including but not limited to;
   1. direct financial loss, loss of profits, loss of sales, loss of contracts or agreements, loss of anticipated savings or loss of use of the Software;
   2. loss of or damage to goodwill;
   3. breach of confidentiality;
   4. breach of clause 15 (Data Protection); and
   5. indirect or consequential loss.
2. Nothing in these Terms restricts or limits any liability which cannot be legally limited, including liability:
   1. for death or personal injury resulting from negligence; and
   2. for fraud or fraudulent misrepresentation.
3. Our total liability to you for all losses arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed the aggregate of the amount you paid us for the relevant Software.

TERM & TERMINATION

1. Your right to use the Software shall be time limited. The term of your use of the Software shall commence on the date of your agreement to the Licence Agreement and shall continue for the period of time confirmed in the Acceptance (“Term”). At the end of the Term you shall no longer have the right to use the Software and the Licence Agreement shall terminate. Where you have not opted out of the annual auto-renewal of the Software, the Term will be extended upon each annual auto-renewal for a further period of 1 year and any reference to Term shall be deemed to include such extension(s).
2. Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving written notice to the other party if:
   1. the other party commits a material breach of these Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) calendar days after being notified in writing to do so;
   2. the other party repeatedly breaches any of these Term 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 these Terms;
   3. you fail to pay any amount due under your contract or these Terms on the due date for payment;
   4. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
   5. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;
   6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company);
   7. an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
   8. the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
   9. a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
   10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; or
   11. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
3. Without affecting any other right or remedy available to it, we may terminate these Terms with immediate effect by giving you written notice if:
   1. you fail to pay any amount due under this agreement on the due date for payment and remain in default not less than 30 days after being notified in writing to make such payment; or
   2. there is a change of control of the Customer.

CONSEQUENCES OF TERMINATION

1. On termination or expiry of these Terms you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of the Software supplied but for which no invoice has been submitted, we may submit an invoice, which shall be payable immediately on receipt.
2. Termination or expiry of these Terms shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination or expiry.

FORCE MAJEURE

1. If we are unable to perform our obligations to you, either directly or indirectly, or if we are able to perform them only at an unreasonable cost to ourselves because of circumstances beyond our control (a “Force Majeure Event”), we may cancel or suspend any of our obligations to you without liability.
2. Examples of those circumstances include, but are not limited to:
   1. strikes, lock-outs or other industrial action; or
   2. civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; or
   3. fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; or
   4. impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; or
   5. impossibility of the use of public or private telecommunications networks.
3. Our obligations under these Terms are suspended for the period that the Force Majeure Event continues, and we will have an extension of time to perform these obligations for the duration of that period. We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms can be performed despite the Force Majeure Event.

TECHNICAL SUPPORT SERVICES

1. Subject to the following conditions, we are able to offer you at no charge a help-desk service to assist you with any problems that you might have with installing the Software and a technical support help-desk service during the Term (“Help-Desk Service”):
   1. the Help-Desk Service shall be supplied during normal business hours (8.30 am to 5.30 pm (UK time) Monday to Friday excluding bank holidays) and shall cover only the following scope: email, chat and telephone support, which will assist in addressing ESET and Malware related issues by supplying you with the appropriate documented (known) solution(s);
   2. in providing the Help-Desk Service we shall use only our reasonable endeavours to assist you and the service shall be provided without any warranty, guaranty or representation of any kind whatsoever;
   3. it is your responsibility to back up all your data, software and programs before making use of the Help-Desk Service;
   4. we shall be under no obligation to supply the Help-Desk Service and we reserve the right to withdraw, suspend or to terminate the Help-Desk Service at any time;
   5. we cannot guarantee any response times when you make an enquiry of the Help-Desk Service; and
   6. by making use of the Help-Desk Service, you agree that we shall have no liability to you whatsoever for any loss or liability that you may suffer and which arises from your use of or our provision of the Help-Desk Service notwithstanding any negligent act or omission on our part (including but not limited to the liability referred to in clause 7.1).
2. If you require technical support services beyond those set out in clause 11.1, then any such additional service may be supplied subject to you entering into a separate agreement with us for the provision of our premium technical support service.

UPDATES TO THE SOFTWARE

1. During the Term, and under the condition that you have entered into the Licence Agreement, we will provide periodical updates to the Software so as to continually protect your device(s) against viruses or malware. No prior notification of such updates will be given and therefore we require you to fully comply with your obligations under clause 13.1.1 to ensure that such updates are successfully received by your device(s).
2. Where the Licence Agreement ends for any reason, we will immediately cease to provide any updates and, as a consequence, your device(s) may not be protected against viruses or malware. Where the Licence Agreement ends for any re

YOUR OBLIGATIONS IN RESPECT OF THE SOFTWARE

1. You must fully comply with the following obligations throughout the Term:
   1. You must ensure that all of your devices have access to the internet to receive our updates under clause 12.1. We shall have no responsibility where you suffer a loss because we have been unable to update the Software on your device(s) due to you failing to comply with this clause.
   2. If the Licence Agreement ends for any reason, you must immediately remove the Software from your device(s). If you continue to use the Software on your device(s) you acknowledge and accept that no further updates will be sent by us under clause 12 and as a consequence, your device(s) may no longer be protected against viruses or malware and you therefore do so entirely at your own risk.
2. We may need certain information from you so that we can supply the Software and/or the Help-Desk Service to you, for example, a valid email address and the full name of the person(s) who will enter into the Licence Agreement and use the Software. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the Software and/or the Help-Desk Service late or not supplying any part of it if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
3. It is your responsibility to inform us if your information changes during the Term, even where we have not asked for it, and we shall have no liability for any loss suffered as a result of us being unable to provide the Software and/or the Help-Desk Service or any part of it, any periodic updates to the Software and/or any auto-renewal as a result of you not promptly providing us with such updated information.

ASSIGNMENT

You may not assign any of your rights or obligations under these Terms to another person without our prior written consent. We can assign all or any of our rights and obligations under these Terms to another person, but this will not affect your rights under these Terms.

NOTICE

All notices, documents and other communications relating to these Terms sent by you to us must be in writing and sent by hand or posted by first class post to ESET UK, Third Floor, Ocean 80, 80 Holdenhurst Road, Bournemouth, BH8 8AQ or e-mailed to sales@eset.co.uk and any such notice shall be deemed to have been duly served upon and received by the party to whom it is addressed at the time of delivery if delivered by hand, on the expiry of 48 hours after posting or at the time of transmission in the case of e-mail. We may give notice to you at the postal address you provide to us in Your Order. Notice will be deemed received and properly served three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post.

DISCLAIMER

1. While we endeavour to ensure that the information on the Website and in our Proposals are correct, we do not warrant the accuracy and completeness of the material on the Website or in our Proposals. We may make changes to the material on the Website or in our Proposals, or to the products and prices described in it, at any time without notice. The material on the Website may be out of date, and we make no commitment to update such material.
2. The material on the Website is provided "as is", without any warranties, representations, conditions or other terms of any kind. Accordingly, to the maximum extent permitted by law, we provide you with the Website on the basis that we exclude all warranties, representations, conditions and other terms (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill which, but for this legal notice, might have effect in relation to the Website).

DATA PROTECTION

1. Both parties will comply with all applicable requirements of the Data Protection Act 2018 and General Data Protection Regulation (“ Data Protection Legislation”). This clause 17 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
2. The parties acknowledge that for the purposes of the Data Protection Legislation, you are the controller and we are the processor.
3. Without prejudice to the generality of clause 17.1, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of any personal data to us for the duration and purposes of these Terms.
4. Without prejudice to the generality of clause 17.1, we shall, in relation to any personal data processed in connection with the performance by us of our obligations under these Terms:
   1. process that personal data only on your documented written instructions unless we are required by applicable laws to otherwise process that personal data;
   2. ensure that we have in place appropriate technical and organisational measures, reviewed and approved by you, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
   3. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
   4. not transfer any personal data outside of the European Economic Area unless your prior written consent has been obtained and the following conditions are fulfilled:
      1. we both have appropriate safeguards in relation to the transfer;
      2. the data subject has enforceable rights and effective legal remedies;
      3. we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
      4. we comply with reasonable instructions notified to us in advance by you with respect to the processing of the personal data;
5. Please note that we may transfer personal information about you to those we may appoint to administer your account or to recover amounts owing to us. That may include, for example, passing information about you to our insurers, debt recovery agents and solicitors, if you fail to pay us.

CONFIDENTIALITY

1. Each party undertakes that it shall not at any time during the Term, and for a period of five years after termination of the Term, disclose to any person any confidential or proprietary information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 16.3.
2. Each party may disclose the other party's confidential information:
   1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with these Terms. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 16; and
   2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms.

MISCELLANEOUS

1. If any part of any provision of this Agreement is found to be invalid, illegal or unenforceable, then that part shall be deemed to be deleted and the remainder of such provision and all other provisions of this Agreement shall remain valid and enforceable.
2. Nothing in these Terms shall confer any right or benefit upon any person who is not a party to it whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
3. These Terms constitute the entire agreement between the parties and supersede and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. Neither party shall have any remedies in respect of any condition, representation or warranty not set out in these Terms and in our Acceptance.
4. No alteration, modification or addition to these Terms shall be valid unless made in writing and signed by the duly authorised representatives from both parties.
5. A waiver by either party of a right or remedy under these Terms is only effective if given in writing and shall not be taken or held to be a waiver in respect of any subsequent breach or default.
6. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, appoint a party as the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
7. Both Parties shall
   1. comply with the Bribery Act 2010 (the “Bribery Act”); and
   2. have and maintain throughout the term of these Terms its own policies and procedures, including adequate procedures to ensure compliance with the Bribery Act. For the purpose of this clause 17.7.2, the meaning of adequate procedures shall be determined in accordance with section 7(2) of the Bribery Act (and any guidance issued under section 9 of the Bribery Act).
8. These Terms are governed by and construed in accordance with English law, and the parties irrevocably submit to the exclusive jurisdiction of the English courts.