This page describes the terms and conditions for the access and use of Whisper® software services and materials provided by South West Grid for Learning Trust Ltd (SWGfL) to Subscribers.

Background

SWGfL is a charitable trust established amongst other things to advance education and or advance health and the saving of lives though any means relating to the effective and safe use of information and communication technologies.

In furtherance of those objects SWGfL has designed and provides an ASP service consisting of internet access to the machine readable functionality of a proprietary reporting and issue alert software known as Whisper®, together with supplying related copyright material intended for use by Schools.

These Service Terms (and the Other Documents) apply to the provision of the Services to any given School that subscribe for the Whisper Service whether swgfl.org.uk/products/whisper/ or otherwise to the exclusion of any other terms and conditions.

1. Interpretation

   1. The definitions and rules of interpretation in this clause apply in this agreement and the background.

      Business Day: any day which is not a Saturday, Sunday or public holiday in the UK.

      Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 9.5.

      Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications) and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.

      Free Trial: the permitted use of the Services for a period as determined by SWGfL from time to time.

      Interaction: the string of the initial Message from a User and related Messages between Subscriber and User under a unique reference number (URN).

      Interaction Data: comprises of personal data in the Message (Message Data), User Contact Data and Meta Data.

      Maintenance: any error corrections, updates and upgrades that SWGfL may provide or other tasks SWGfL may perform with respect to the Whisper Service from time to time.

      Message: Each dialogue between User and Subscriber as facilitated by the Services.

      Message Data: personal data contained in a Message which may relate to the User or any third party in a Message or Interaction and the name of the User if provided by the User.

      Meta Data: the location data, IP, SMS details and APN associated with an Interaction.

      Normal Business Hours: 6.00 am to 6.00 pm local UK time, each Business Day.

      Other Documents: Whisper Service Specification, SWGfL Privacy Notice, Website Terms of Use and the User Notice.

      School: any educational establishment falling within the ordinary and natural meaning of a school in the UK.

      Services: the Whisper Service and the Whisper Materials.

      Service Term: the period governed by any Free Trial which commences on a date determined by SWGfL or otherwise the period as selected by the Subscriber (linked to payment of the relevant Whisper Service Fee shown at swgfl.org.uk/products/whisper/) and commences when the Subscriber has paid in full the relevant Whisper Service Fee.

      Subscriber: a School which has subscribed for provision of the Services.

      Subscriber Data: the data provided by the Subscriber to SWGfL to facilitate the contract for Services.

      Subscriber's User Community: those persons whose use of the Services is permitted by the Subscriber.

      SWGfL: South West Grid for Learning Trust Ltd, Belvedere House, Woodwater Park, Pynes Hill, Exeter, EX2 5WS, a charitable trust company registered in England and Wales. Company Number: 5589479, Charity Number: 1120354, VAT Number: GB 880 861 888.

      UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including 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.

      User: a member of the Subscriber's User Community who makes use of the Services subject to the User Notice.

      User Notice: the data protection information and terms of use which a User agrees to in respect of each Interaction as provided at Schedule 2.

      User Contact Data: the personal data for contact purposes which a User provides during any Interaction.

      Virus: any thing 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.

      Whisper Materials: copyright materials and tools made available by SWGfL to a Subscriber.

      Whisper Service: the making available in machine-readable object code form only of SWGfL's proprietary software known as Whisper™, including any access to any error corrections, updates, upgrades, modifications and enhancements to it provided to the Subscriber by SWGfL at its entire discretion under this agreement from time to time such service including (a) a facility for the Subscriber to set up and configure the Whisper Service by internet access to the Whisper Site and (b) the facility intended to enable the Subsciber's User Community to access and use the Whisper Service to the extent described in the Whisper Service Specification.

      Whisper Service Fees: the fees payable for the Whisper Service by the Subscriber as set out from time to time at swgfl.org.uk/products/whisper/.

      Whisper Service Specification: the functionality for the Services, as set out from time to time at https://swgfl.org.uk/services/whisper/specification/.

      Whisper Site: the URL at which the Whisper Service can be accessed namely swgfl.org.uk/account/whisper/ or such other URL established or provided by SWGfL for that purpose from time to time.

      Whisper Trade Marks: those registered or unregistered trademarks associated with the Services as described in clause 8.2.

   2. Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
   3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
   4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
   5. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
   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. A reference to writing or written includes e-mail but not text messages or faxes.
   8. References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.

2. Provision Of the Services and Grant Of Licence

   1. SWGfL agrees to provide the Services to the Subscriber and the Subscriber agrees to use the Services, subject to payment of the Whisper Service Fees (save where a Free Trial applies) in accordance to these Service Terms.
   2. The Subscriber has the right to define the nature and extent of the Subscriber User Community provided always that it is agreed and accepted:
      1. as between the Subscriber and SWGfL the Subscriber is responsible to SWGfL for the acts and omissions of the Subscriber's User Community and/ or any user as if such acts and omission were that of the Subscriber; and
      2. (the Subscriber (and for the avoidance of doubt not SWGfL) shall be the visible and communication interface regarding the use of the Services with the Subscriber's User Community (save as otherwise required by law, including but not limited to the Data Protection Legislation); and
      3. the Subscriber (and for the avoidance of doubt not SWGfL) shall be responsible for responding to Messages and has the sole responsibility for, and shall use its sole discretion in, acting upon the information provided in a Message.

   3. Grant of Licence: For the duration of the Service Term and subject to payment of the Whisper Service Fees SWGfL hereby grants to the Subscriber a non-exclusive, non-transferable licence to:

      1. integrate the Whisper Service in the Subscriber's website using the tools provided for that purpose by SWGFLT as part of the Whisper Materials;
      2. access and use of the Services solely for the ordinary purposes of the Subscriber's business to enable it and the Subscriber's User Community to benefit from the functionality described in the Whisper Service Specification;
      3. use and reproduce the Whisper Materials solely for the ordinary purposes of the Subscriber's business and in connection only with the provision of the Whisper Services to the Subscriber's User Community; and
      4. use the Whisper Trade Marks solely in connection with the provision of the Whisper Services to the Subscriber's User Community.
      5. The rights provided under this clause 2.3 are personal to the Subscriber and shall not be considered granted to any other School whether or not linked by way of common leadership, trust or other grouping (administrative or legal) to the Subscriber or other person or any subsidiary or holding company of the Subscriber or any local education authority

3. 3. Data Protection and Processing

   1. SWGfL and the Subscriber shall comply with the provisions of the Data Protection Legislation at all times.
   2. Subscriber Data: SWGfL shall process Subscriber Data in accordance with SWGfL Privacy Notice (Subscribers) (see Other Documents) as described in the Whisper Service Specification.
   3. Integration Data:
      1. Message Data: The parties agree that each of them are a Controller and that Message Data shall be shared between them in accordance with the provisions of Schedule 1; and
      2. Meta Data and User Contact Data : The Subscriber acknowledges that as between SWGfL and the User, SWGfL is the Controller of Meta Data and User Contact Data and that the User Notice prescribes the circumstances in which SWGfL may be required to share the Meta Data and User Contact Data with any third party (which in these circumstances include the Subscriber).

4. SWGFfL Obligations

   1. SWGfL warrants to the Subscriber that the Services will comply in all material respects with the Whisper Service Specification save where any non-conformance is caused by use of the Services contrary to SWGfL's recommendations or instructions or modification or alteration of the Whisper Service by any party other than SWGFL or SWGFL's duly authorised contractors or agents. Notwithstanding the foregoing, SWGFL does not warrant that the Subscriber's use of the Services will error-free
   2. If, and to the extent only that, the Services do not conform with the limited warranty at clause 4.1, SWGFL will, at its own expense, use all reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Subscriber's sole and exclusive remedy for any breach of the warranty. undertaking set out in clause 4.1.
   3. SWGfL will use reasonable endeavours to ensure that the Whisper Service has an availability of at least 98% but this is given for information only and is not a contractual obligation and SWGfL does not warrant that the Services will be uninterrupted or meet any given service levels. SWGFL has the right to suspend the Whisper Service at any time for essential Maintenance without prior notice and for routine Maintenance on reasonable prior notice of not less than 5 Business Days.
   4. SWGFL retains the right but not the obligation to take measures to attempt to block or suspend access to the Whisper Service from any part of the Subscriber's User Community that it believes is engaged in any of the conduct described clauses 5.4 to 5.6 inclusive.

5. Subscriber's Obligations

   1. The Subscriber shall provide SWGfL with:
      1. all necessary co-operation in relation to this agreement; and
      2. all necessary access to such information as may be reasonably required by SWGfL in order to provide the Services, including but not limited to co-operation and information relating to Subscriber Data, security access information and details of interfaces to the Subscriber's other ICT applications.
   2. The Subscriber shall comply with all applicable laws and regulations with respect to its activities under this agreement.
   3. The Subscriber acknowledges to SWGfL and accepts that the Services are an additional tool which it may decide to use in the ordinary course of its business and is not in substitution for all and any safeguarding or other information management tools techniques or other measures that it may otherwise have available to it or be required to implement by law to fulfil any of its legal duties.
   4. The Subscriber shall not through its own use of the Services and shall procure that Users shall not store, distribute or transmit any Virus, or any material when utilising the Whisper Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; or facilitates illegal activity; or depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities; SAVE that this Clause 5.4 shall not be breached by virtue of the content of an Interaction by a User using the Services in accordance with the their core functionality and purpose as a reporting tool.
   5. The Subscriber shall not at any time:
      1. attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of the Whisper Service or the Whisper Materials except to the extent expressly set out in this agreement or as described in the Whisper Service Specification or as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or
      2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software used to deliver the Whisper Service, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or
      3. access all or any part of the Whisper Service in order to build a product or service which competes with the Whisper Service and/or the Services; or
      4. use the Whisper Service to provide services to third parties save for the purposes expressly contemplated by the nature of the Whisper Service; or
      5. subject to clause 16.1, transfer, temporarily or permanently, any of its rights under this agreement, or
      6. attempt to obtain, or assist third parties in obtaining, access to the Whisper Service, other than as provided under these Service Terms and
   6. The Subscriber shall, at all times;
      1. use reasonable endeavours to prevent any unauthorised access to, or use of, the Whisper Service and shall notify SWGfL promptly of any such unauthorised access or use.
      2. use reasonable endeavours to prevent any denial of service attack on the Whisper Service and spamming of it and shall notify SWGfL promptly of any such unauthorised activity.

6. 7. Charges and Payment

   1. The Subscriber shall pay the Whisper Service Fees via the payment mechanism at swgfl.org.uk/products/whisper/ together with any applicable value added tax, which shall be added to SWGfL's invoice(s) at the appropriate rate.

7. 8. Proprietary Rights

   1. The Subscriber acknowledges and agrees that SWGfL and/or its licensors own all intellectual property rights in the Service. Except as expressly stated herein, this agreement does not grant the Subscriber any rights to, or in, patents, copyrights, database rights, trade secrets, Whisper Trade Marks, domain names, or any other rights or licences in respect of the Whisper Service, the Whisper Materials or any related documentation.
   2. Whisper Trademarks: The word “Whisper®” and its related logo are trademarks of SWGfL in relation to the Whisper Service and Whisper Materials and except as expressly stated herein, this agreement does not grant the Subscriber any rights save as the right to use the Whisper Trademarks as part of its use of the Whisper Service under the terms of this agreement.

8. Confidentiality

   1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not include information that:
      1. is or becomes publicly known other than through any act or omission of the receiving party; or
      2. was in the other party's lawful possession before the disclosure; or
      3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
      4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
      5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
   2. Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
   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 officers, governors, trustees, employees, sub-contractors or agents in violation of the terms of this agreement.
   4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
   5. The Subscriber acknowledges that the Services, the results of any performance tests of the Services and any reports or data analysis undertaken by SWGfL of trends or themes drawn from Subscriber Data and Interaction Data constitute SWGfL's Confidential Information.
   6. This clause 8 shall survive termination of this agreement, however arising.

9. Indemnity

   1. The Subscriber shall defend, indemnify and hold harmless SWGfL against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with;
      1. the Subscriber's use of the Services;
      2. the Subscriber's acts or omissions in respect of an Interaction;
      3. the Subscriber's breach of the provisions of Schedule 2, or the Data Protection Legislation; or
      4. breach of the Subscriber's other duties (safeguarding or otherwise) acts or omissions, in respect of any Interaction with any User or in relation to any other data subject identified in an Interaction; provided that:
         1. the Subscriber is given prompt notice of any such claim;
         2. SWGfL provides reasonable co-operation to the Subscriber in the defence and settlement of such claim, at the Subscriber's expense; and
         3. the Subscriber is given sole authority to defend or settle the claim.
   2. Subject to Clauses 9.3 and 9.4 SWGfL shall defend, indemnify and hold harmless the Subscriber, against claims by a third party that the Services infringe the intellectual property rights of a third party in the UK, and shall indemnify the Subscriber for any amounts awarded against the Subscriber in judgment or settlement of such claims, provided that:
      1. SWGfL is given prompt notice of any such claim;
      2. the Subscriber provides reasonable co-operation to SWGfL in the defence and settlement of such claim, at SWGfL's expense; and
      3. SWGfL is given sole authority to defend or settle the claim.
   3. In the defence or settlement of the claims under clause 9.2, SWGfL may obtain for the Subscriber the right to continue using the Whisper Service and or the Whisper Materials (as the context requires), to replace or modify the Whisper Service and or the Whisper Materials so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this agreement without liability to SWGfL or the Subscriber.
   4. SWGfL shall have no liability to the Subscriber if the alleged infringement is based on:
      1. a modification of the Whisper Service and or the Whisper Materials by anyone other than SWGFL; or
      2. the Subscriber's use of the Whisper Service and or the Whisper Materials in a manner contrary to the instructions given to the Subscriber by SWGfL; or
      3. the Subscriber's use of the Whisper Service and or the Whisper Materials after notice of the alleged or actual infringement from SWGfL or any appropriate authority; or
      4. a patent applied for after the first use of the Service by the Subscriber.
   5. Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the UK Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it. The liability of the indemnifying party under this clause shall be subject to the limits set out in clause 10.

10. Limitation of Liability

    1. This clause 10 sets out the entire financial liability of SWGfL (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Subscriber:
       1. arising under or in connection with this agreement;
       2. in respect of any use made by the Subscriber of the or any part of the same in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
    2. Except as expressly and specifically provided in this agreement:
       1. the Subscriber assumes sole responsibility to the User or any other data subject identified in an Interactions for the actions (or omission) it takes in response to the Interaction ;
       2. the Subscriber assumes sole responsibility for results obtained from the use of the Services by the Subscriber, and for conclusions it draws from such use.
       3. SWGFL shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to SWGfL by the Subscriber in connection with the Services, or any actions taken by SWGfL at the Subscriber's direction; and
       4. 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 by SWGfL from this agreement.
    3. Nothing in this agreement excludes or limits the liability of SWGfL in respect of any liability which cannot be limited or excluded by law.
    4. Subject to clause 10.3:
       1. SWGfL shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits (whether direct or indirect), loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this agreement; and
       2. SWGfL's total aggregate liability in contract (including in respect of the indemnity at clause 9.2 and 9.5), tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to whichever is the higher of £500.00 OR the price paid for the Services during the 12 months preceding the date on which the claim arose.

11. Termination

    1. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if:
       1. the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
       2. an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to such other party; or
       3. an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of such other party, or notice of intention to appoint an administrator is given by such other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
       4. a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of such other party, or if any other person takes possession of or sells such other party's assets; or
       5. the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
       6. the other party ceases, or threatens to cease, to trade; or
       7. the other party takes or suffers any similar or analogous action to any of the foregoing in any jurisdiction in consequence of debt.
    2. On termination of this agreement for any reason:
       1. all licences granted under this agreement shall immediately terminate;
       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;and
       3. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
    3. SWGfL shall not be obliged to refund any Whisper Service Fee in the event of termination howsoever arising.

12. Force Majeure

    Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this 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 SWGfL or any other party), failure of a utility service or transport or telecommunications network, 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, provided that if the period of delay or non-performance continues for one month, the party not affected may terminate the licence and use of the Services by giving 30 days' written notice to the other party.

13. Waiver

    1. A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
    2. Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.

14. Severance

    1. If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
    2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

15. Entire Agreement

    1. This agreement and any documents referred to in it constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter of this agreement.
    2. Each party acknowledges that, in entering into this agreement and the documents referred to in it, it has not relied and does not rely on any statement, representation (whether innocent or negligent), assurance or warranty (Representation) of any person (whether a party to this agreement or not) other than as expressly set out in this agreement or those documents.
    3. Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract.
    4. Nothing in this clause shall limit or exclude any liability for fraud.

16. Assignment

    1. The Subscriber shall not, without the prior written consent of SWGfL, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
    2. SWGfL may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

17. No Partnership or Agency

    Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

18. Variation

    No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

19. Third Party Rights

    This agreement does not confer any rights on any person or party (other than the parties to this agreement and (where applicable) their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

20. Notices

    1. Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party's email address as set out in this agreement.

       Subscriber: as being the main contact in the Subscriber Data;

       SWGfL: enquiries@swgfl.org.uk.

    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 (as shown by the timed transmission sheet obtained by the sender).

21. Governing Law and Jurisdiction

    1. This 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 law of England.
    2. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).