Terms of Service – Event by LoopUp
TERMS & CONDITIONS
v3.1, last updated 21 February 2023
IMPORTANT: YOU, OUR CUSTOMER, MUST READ THIS AGREEMENT CAREFULLY AS YOU WILL BE BOUND BY THIS AGREEMENT IF YOU USE ANY OF OUR SERVICES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF ANOTHER PERSON (NATURAL OR LEGAL) YOU WARRANT THAT YOU HAVE AUTHORITY TO DO SO. THE SERVICES ARE NOT A SUBSTITUTE FOR A FIXED OR MOBILE SERVICE AND CANNOT BE USED TO CALL EMERGENCY NUMBERS OR EMERGENCY SERVICES. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, OR YOUR USE (OR OUR SUPPLY TO YOU) WOULD BE CONTRARY TO ANY EXPORT LAW IN ANY JURISDICTION, DO NOT USE OUR SERVICES.
WHO YOUR AGREEMENT IS WITH (UNLESS OTHERWISE AGREED IN WRITING): IF YOU ARE RESIDENT IN THE USA OR CANADA, YOUR AGREEMENT IS WITH LOOPUP LLC OF 282 2ND STREET, SUITE 200, SAN FRANCISCO, CA 94105, USA, A NEVADA CORPORATION (‘LOOPUP USA’). IF YOU ARE RESIDENT IN HONG KONG, YOUR AGREEMENT IS WITH LOOPUP LIMITED OF LEVEL 43, AIA TOWER, 183 ELECTRIC ROAD, NORTH POINT, HK, INCORPORATED IN HK, COMPANY #: 1611980, BUSINESS REGISTRATION #: 58468840-000-06-11-4, SBO CLASS 3 (TELECON) LICENCE # 1607 T/A LOOPUP (‘LOOPUP HK’). IF YOU ARE RESIDENT IN AUSTRALIA OR NEW ZEALAND, YOUR AGREEMENT IS WITH LOOPUP AUSTRALIA PTY LTD OF 100 HARRIS STREET, PYRMONT, SYDNEY NSW 2009, INCORPORATED IN NEW SOUTH WALES, AUSTRALIA, COMPANY # 621 214 051 T/A LOOPUP (‘LOOPUP AUSTRALIA‘). IF YOU ARE RESIDENT ELSEWHERE, YOUR AGREEMENT IS WITH LOOPUP LIMITED OF 9 APPOLD STREET, LONDON EC2A 2AP UK, INCORPORATED IN ENGLAND, COMPANY #: 4677393, VAT #: 832 3613 49, (‘LOOPUP UK’).
1.1 The following definitions shall apply to this Agreement:
- ‘Agreement’ means, in descending order or priority in case of any conflict; each Booking Form, Order Form, the applicable Rate Sheet(s) and these Event by LoopUp Terms and Conditions;
- ‘Booking Form’ means any request for Services made in accordance with our booking process;
- ‘Business Day’ means a day from Monday to Friday excluding any national, bank or public holiday applying in the resident country of the LoopUp party with whom you have your Agreement and ‘Business Hours’ are 09:00 to 17:00 on a Business Day;
- ‘Charges’ means the fees and charges for the Services as set out in, and calculated in accordance with, the relevant Rate Sheet;
- ‘Confidential Information’ means any information of a confidential nature, whether or not identified as such in writing, disclosed by one party (‘Disclosing Party’) to the other party (‘Recipient’), including: trade secrets; the terms of this Agreement; pricing for a Service; and strategic, marketing, financial, employee or other secret information regarding a party’s business. Confidential Information does not include information that: is in or enters the public domain other than due to breach of this Agreement or breach of a duty of confidentiality owed to a party to this Agreement; the Recipient can demonstrate was in its possession prior to disclosure to it by the Disclosing Party; or is provided to the Recipient by a third party who is not under a duty of confidentiality regarding that information;
- ‘Customer Content’ means any content any person uploads, records or otherwise transmits through the Services through your use of the Services, including voice, data, photographs, caricatures, illustrations, designs, icons, articles, text, audio clips, and video clips;
- ‘Event by LoopUp Terms and Conditions’ means these terms and conditions;
- ‘Force Majeure’ means any circumstance not within the reasonable control of a party including any: strike, labour dispute; war; riot; act of terrorism; act of God; breakdown or disruption to any computer or telecommunications system (for the avoidance of doubt not including our or our suppliers’ or contractors’ computers or telecommunications systems); and governmental action;
- ‘Group’ means, in relation to a party, the party referred to and any company controlling, controlled by, or under common control with that party;
- ‘IPR’ means intellectual property rights including any copyright, design right, database right, trade mark, trade name, domain name, patent, right protecting goodwill, Confidential Information or know-how, an application or registration for any of the above, and rights of a similar nature or equivalent effect worldwide;
- ‘Material’ means any information, documents, data or other materials provided by us to you in any current or future medium;
- ‘Order Form’ means your request for a Service in our standard form, including your name and address;
- ‘Rate Sheet’ means the rates as annexed to the Order Form (or as updated from time to time);
- ‘Service(s)’ means such operated assisted services as requested by you in accordance with the Booking Form from time to time and as provided by us in accordance with this Agreement;
- ‘Software’ means any software provided or licensed by us to you under this Agreement in any current or future format, including any third party software unless the context expressly dictates otherwise;
- ‘System’ means the system we use to provide any of our Services; and
- ‘Us’, ‘we’ and ‘our’, whether capitalised or not, means the LoopUp party with whom you have your Agreement.
1.2 Headers are provided for convenience only and will not affect the interpretation of this Agreement. In this Agreement, a reference to: a person includes a reference to a natural or legal person and that person’s successors and permitted assigns; the singular includes the plural, the masculine includes the feminine and vice versa; ‘including’ means ‘including without limitation’; and ‘writing’ means any legible, visible and permanent form including hand-written and printed documents, and electronic mail communications (including printed records thereof).
2. Formation of Contract
2.2 We reserve the right to decline to accept an Order Form or Booking Form or to provide Service to any entity in our sole discretion for any reason (including for reasons of lack of capacity).
2.3 In no event will any terms that are not now in this Agreement modify this Agreement, whenever received, except when agreed in writing signed by a duly authorized representative of each party. This Agreement will be legally binding from the earlier of the date we notify you we accept your Order Form or the date of your first use of the Services. This Agreement represents a customized, fully negotiated arrangement between you and us.
3. Provision of Services
3.1 You shall, from time to time request the Services in accordance with this Agreement. In raising such an order, you shall complete, and provide to us, a Booking Form setting out its requirements for the Services. We shall have the right to reject any such request or to seek further information or clarification from you.
3.2 Following the acceptance of a Booking Form by us, we shall provide the Services to you in accordance with this Agreement.
3.3 You acknowledge that we may sub-contract all or part of the provision of Services to contractors as approved by us. In such instances references to LoopUp or ‘us’ shall also include references to such sub-contractors.
3.4 We may accept instructions from a person who we reasonably believe is acting with your authority.
4. Use of Services
4.1 The abuse of Services is prohibited, including but not limited to (a) interfering unreasonably with the use of Services by others; (b) using the Services or displaying or transmitting Customer Content in a manner that violates any applicable law or regulation. In any instance in which we believe in good faith that there is abuse of Service, we may immediately restrict, suspend or discontinue providing the affected Service or prevent the display or transmission of Customer Content, without liability on the part of us, and then notify you of the action that we have taken and the reason for such action.
4.2 YOU ARE LIABLE FOR USE OF THE SERVICES AS SET OUT IN THIS AGREEMENT. YOU MUST USE REASONABLE EFFORTS TO KEEP ANY JOIN LINKS AND PASSWORDS CONFIDENTIAL AND YOU AND YOUR USERS MUST NOT PUBLISH THE SAME (ON THE INTERNET OR OTHERWISE) IN A WAY THAT IS ACCESSIBLE BY UNAUTHORISED THIRD PARTIES. FOR THE AVOIDANCE OF DOUBT IF AN UNAUTHORISED THIRD PARTY CARRIES OUT UNAUTHORISED USE OF THE SERVICES HAVING OBTAINED A JOIN LINK OR PASSWORD DUE TO PUBLICATION OR OTHER DISSEMINATION OF THE SAME BY YOU OR YOUR USERS, YOU ARE LIABLE FOR SUCH USE.
5. IPR Ownership
5.1 You acknowledge that all IPR in and title to the System, Software, Materials and our Confidential Information are owned by us or our licensors and that you have no right in the same other than the licence granted in this Agreement. Any such licence to Software is limited to the object code and you acknowledge that you have no right in or title to the source code of any Software. Nothing in this Agreement should be construed as granting any licence, right in or title to any of our trade marks to you or users, including LOOPUP and EVENT BY LOOPUP. You will not, and you will ensure that Users will not: reverse engineer or decompile the Software; translate, modify, rent, lease, sub-license, adapt, or create derived works based on the Software or Materials; nor use the Software or Materials for any use which is not purely to receive a Service.
6.1 We will invoice the Charges to you monthly in arrears or as otherwise set out in the applicable Rate Sheet. We will deliver invoices by way of email, and reserve the right to issue invoices by post or in such other manner as may be agreed by the parties, to the person identified in the Order Form or otherwise notified by you to us. We may change the Charges set out in the Order Form on 30 days’ notice. The new Charges will take effect on the date set out in the relevant notice. All Charges are stated exclusive of and subject to any applicable tax (including sales tax or value added tax), duty, regulatory fee or surcharge or government levy, which will be invoiced by us and paid by you at the prevailing rate. Unless otherwise stated in the Rate Sheet(s), our invoices are due and payable thirty (30) days from receipt. You will pay invoices without any set-off or counterclaim and without any withholding or deduction unless required by law, in which case you will provide us with any document necessary to enable us to recover or obtain a credit for the amount withheld or deducted. All time-based use of the services is calculated at 1-minute minimum increments (and charged at such increments as set out in the Rate Sheet).
6.2 If you have reasonable grounds to dispute any portion of an invoice, you must pay the undisputed portion, and notify us of the grounds for disputing the remainder. Our records of your usage will be presumed accurate unless proved otherwise. If such a dispute is resolved against you, you will pay the relevant portion of the invoice and interest according to clause 6.3. You waive any right to challenge invoices not disputed within one (1) year of the date of the relevant invoice, in accordance with this clause 6.2. We will issue you a credit note if we over-charge you in any invoice. Conversely, we reserve the right to issue you an invoice correcting any under- or mis-billing in an invoice dated in the preceding six (6) months, unless the under- or mis-billing was due to your breach or fraud, in which case we will invoice for the full period allowable by law.
6.3 Interest will accrue and be paid by you on any sum invoiced but not paid in accordance with this Agreement from the date it is payable until payment (whether before or after any judgement) at the lower rate of 1.5% per month or the maximum amount allowed by law. If you do not pay any part of an invoice in accordance with this clause 6, we may serve a notice on you under clause 11.3.
7. No Show, Cancellation and Reschedules
7.1 Other than for reasons caused by us, if a call is activated on the bridge in line with the Booking Form and the call does not take place (including, but not limited to, the failure for the host and any participants to attend) such action shall be classified as a no show or cancellation. You shall be charged for the no show or cancellation in accordance with the Rate Sheet.
7.2 Other than for reasons caused by us, if you elect to reschedule a call you shall be charged a rescheduling fee in accordance with the Rate Sheet. If a call is rescheduled more than once in the same day, then only one single charge for the rescheduled call shall be applied. In the event you request (on multiple days) to reschedule the same call, we reserve the right to charge you the rescheduling fee for each time the call is rescheduled.
8.1 We warrant that we will provide the Services to you in accordance with this Agreement and with reasonable care and skill.
8.3 Each party warrants that the person signing this Agreement has been fully authorised to do so on that party’s behalf, and that execution of this Agreement is not in conflict with any law, article of association or any agreement to which that party is bound.
8.4 ALTHOUGH WE USE REASONABLE EFFORTS TO ENSURE THAT THE SOFTWARE AND SERVICES ARE ERROR-FREE AND VIRUS-FREE, YOU AGREE THAT THE SOFTWARE AND SERVICES ARE PROVIDED ON AN ‘AS IS’ BASIS. WE DO NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL BE AVAILABLE AT ALL TIMES, OR ARE FREE OF ERRORS. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL CONDITIONS OR WARRANTIES THAT MAY OTHERWISE BE IMPLIED BY LAW INTO THIS AGREEMENT INCLUDING WITHOUT LIMITATION WARRANTIES AS TO MERCHANTABILITY AND FITNESS FOR PURPOSE.
9. Limitation of Liability
9.1 NOTHING IN THIS AGREEMENT WILL OPERATE TO LIMIT OR EXCLUDE ANY LIABILITY THAT, UNDER APPLICABLE LAW, CANNOT BE LIMITED OR EXCLUDED.
9.2 SAVE FOR ANY ACTION TO RECOVER INVOICED BUT UNPAID CHARGES AND THE IPR INDEMNITY IN CLAUSE 10.2:
(a) EACH PARTY’S LIABILITY TO THE OTHER PARTY IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE IS LIMITED TO THE TOTAL SUMS PAYABLE BY YOU UNDER THIS AGREEMENT IN THE ONE YEAR PRIOR TO NOTIFICATION OF ANY CLAIM BY ONE PARTY TO THE OTHER; AND
(b) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE: (I) TO THE EXTENT SUCH LOSS OR DAMAGE IS DUE TO THE ACT, OMISSION OR NEGLIGENCE OF THE OTHER PARTY, ITS OFFICERS, EMPLOYEES, AGENTS OR CONTRACTORS; NOR (II) FOR ANY LOSS OF DATA, LOSS OF REVENUE OR LOSS OF PROFIT (WHETHER DIRECT OR INDIRECT LOSS), NOR FOR ANY CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, EVEN IF PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
9.3 IN NO EVENT WILL WE BE LIABLE TO YOU IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR ANY LOSS OR DAMAGE DUE TO OR CAUSED BY: SUSPENSION OF ALL OR ANY PART OF A SERVICE FOR ANY PLANNED OR EMERGENCY MAINTENANCE; THE INTERRUPTION OR SUSPENSION OF ANY SERVICE DUE TO FORCE MAJEURE; PROVIDING ACCESS TO A SERVICE PROVIDED TO YOU BY A THIRD PARTY (NOT BEING A THIRD PARTY SERVICE); OR RELIANCE ON INSTRUCTIONS RECEIVED FROM YOUR ADMINISTRATOR (OR PERSON THAT WE ARE REASONABLY ENTITLED TO BELIEVE IS ACTING AS ADMINISTRATOR) RELATING TO THIS AGREEMENT AND YOUR ACCOUNT, INCLUDING THE CHANGE TO OR TERMINATION OF THIS AGREEMENT OR YOUR ACCOUNT.
9.4 EITHER PARTY MUST GIVE NOTICE OF ANY CLAIM UNDER THIS AGREEMENT TO THE OTHER PARTY WITHIN ONE YEAR OF THE CLAIM ARISING.
10.1 Subject to clause 9, you will indemnify the LoopUp Group, our officers, employees, agents and contractors against all reasonable and direct costs (including reasonable lawyers’ costs), damages and losses that such person may suffer (including damage to the Services, our website, the System and claims by a third party) arising out of or connected to any: act or omission by you, your officers, employees, agents, contractors and users other than in accordance with the terms of this Agreement; and any use of a Service other than in accordance with the terms of this Agreement or any applicable law.
10.2 We will indemnify you against any reasonable and direct costs (including reasonable legal costs), damages and losses incurred by you to the extent that the same arise out of or are connected to a claim brought by a third party alleging that our Services directly infringes that third party’s IPR. If such a claim is made, we may, at our sole discretion: change the Services to avoid any potential infringement; obtain the rights for you to continue using the Services; or terminate this Agreement.
11. Term and Termination
11.1 Either party may terminate this Agreement for convenience on 90 days’ notice to the other party.
11.2 Either party may terminate this Agreement immediately on notice, if the other is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or goes into voluntary (otherwise than for reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over its assets, or if the equivalent of any of those events occurs under the laws of any of the relevant jurisdictions to the other party.
11.3 Either party may terminate this Agreement immediately on notice if the other commits a material breach of this Agreement which is capable of remedy, and fails to remedy the breach within sixty (60) days of a written notice to do so; or commits a material breach of this Agreement which cannot be remedied. Termination for breach is without prejudice to any other available right or remedy arising from the breach.
11.4 If we terminate this Agreement pursuant to clauses 11.2 and 11.3, you must pay us any applicable termination charges specified in the applicable Rate Sheet or Booking Form.
12. Privacy and Data Protection
13.1 The Recipient will maintain the Disclosing Party’s Confidential Information in the strictest confidence, will not make use of the Confidential Information other than for the purpose of carrying out this Agreement, and will only make such copies of any of the Confidential Information as are reasonably necessary for carrying out this Agreement. The Recipient will not disclose any of the Disclosing Party’s Confidential Information to any third party without the Disclosing Party’s prior written consent, save that the Recipient may disclose the Confidential Information: to those of its employees, agents or contractors who need to have access to it for the Recipient to carry out its obligations under this Agreement, provided that the Recipient ensures that such person is bound by written obligations (in an employment contract or otherwise) to keep the Confidential Information confidential and to use it solely for carrying out this Agreement; and in accordance with any law or order of a court or other legally competent authority or regulatory body, provided that the Recipient gives the Disclosing Party as much notice of the disclosure as is reasonably practicable. The Recipient will, on the Disclosing Party’s request at any time, immediately return or destroy all such documents or other material containing or embodying the Disclosing Party’s Confidential Information, together with all copies in any medium, and will ensure compliance with this clause by any person to whom such information has been disclosed. The Recipient acknowledges that disclosure of any of the Disclosing Party’s Confidential Information in breach of this clause may cause irreparable damage to the Disclosing Party, that damages may not be an adequate remedy, and that the Disclosing Party will be entitled to apply for an injunction to prevent or minimise any threatened or actual breach of this clause 13.
14. Force Majeure
14.1 Neither party will be in breach of this Agreement or otherwise liable to the other party as a result of any delay or failure in the performance of its obligations under this Agreement to the extent that such delay or failure is caused by Force Majeure and the time for performance of the relevant obligation shall be extended accordingly. Nothing in this clause exempts you from paying any invoiced Charges due to Force Majeure and interest will continue to apply to unpaid amounts according to clause 6.3.
15. Dispute Resolution
15.1 All disputes, controversies, or claims, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, arising out of or relating to this Agreement and the Services, shall be escalated to senior management levels within both parties. Both parties shall have up to thirty (30) days from written notice of one to the other to escalate and resolve a dispute, after which either party may initiate mediation or litigation.
15.2 Notwithstanding clause 15.1, each party may, at any time, (i) initiate proceedings seeking interlocutory relief; or (ii) seek relief from a court of competent jurisdiction in relation to disputes relating to non-compliance with clauses 5, 11, 12, 13 and 16.
16.1 Both parties agree to comply with all applicable laws and regulations in any country where the Services are provided.
16.2 You agree that you shall comply with all applicable anti-corruption and anti-bribery laws, including but not limited to the Bribery Act 2010 and U.S. Foreign Corrupt Practices Act 1977, as amended. You agree that while working with us you will not, directly or indirectly, provide anything of value to any person, including any public or government official (including an official, employee, representative of a public international organization, or official, member, or candidate for a political party) for the purpose of improperly or unlawfully influencing the recipient. Breach of this clause shall be deemed a breach of this Agreement and we shall take appropriate action, which includes the right to immediately terminate this agreement and suspend all service provided to you.
17.1 Any notice given under or in connection with this Agreement must be given in writing, in English, properly addressed and either: hand-delivered (deemed given when delivered); sent by first class pre-paid post (deemed given seven (7) Business Days after the date of posting); or sent by email to that party’s email address for notices (deemed given when sent, provided no message of non-delivery is received by the sender). Any notice delivered or sent outside Business Hours will be deemed delivered or sent at the start of the next Business Day. Subject to notification of any change: your notice details are set out in your Order Form; our notice details are email@example.com and the respective postal address set out above for the LoopUp party with whom you have this Agreement.
18. Assignment and Subcontracting
18.1 Either party reserves the right to assign all or part of the Agreement at any time to any Group member which can sufficiently execute the obligations under the Agreement, subject to providing written notice of such assignment. Any other assignment requires the prior written agreement of the other party, which shall not be unreasonably withheld.
18.2 This Agreement will be binding on, and inure to the benefit of, the parties and their successors and permitted assigns.
18.3 We may subcontract the performance of any of our obligations under this Agreement, but without relieving us from any of our obligations to you. You agree and understand that you may need to interact directly with a subcontractor for ordering, provisioning or maintaining the subcontracted Service. You may not subcontract your performance of your obligations hereunder without our prior written consent.
19. Export Control
19.1 The parties acknowledge that products, software, and technical information (including, but not limited to, Service, technical assistance and training) provided under the Agreement may be subject to export laws and regulations of the USA and other countries, and any use or transfer of the products, software, and technical information must be in compliance with all applicable regulations. The parties will not use, distribute, transfer, or transmit the Services, products, software, or technical information (even if incorporated into other products) except in compliance with all applicable export regulations. If requested by either party, the other party also agrees to sign written assurances and other export-related documents as may be required to comply with all applicable export regulations.
20. Entire Agreement
20.1 This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes any prior agreements, undertakings, representations, warranties and arrangements of any nature, relating to the same. Each party acknowledges that it has not been induced to enter into this Agreement by any representation or warranty other than those contained in this Agreement and agrees that it has no remedy in respect of any other such representation or warranty except in the case of fraud. For the avoidance of doubt, this is an agreement for services and the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded. Each party acknowledges that its legal advisers have explained to it the effect of this clause. This Agreement may be executed in any number of counterparts, which will together constitute one agreement. A copy of this Agreement that is executed by a party and transmitted by that party to the other party by facsimile or email will be binding upon the signatory to the same extent as a copy hereof containing the signatory’s original signature.
20.2 We may change this Agreement on at least thirty (30) days’ notice to you (‘Amended Agreement’). Any Amended Agreement will take effect from the date set out in the notice and will replace and supersede all previous versions of the relevant terms. If you do not wish to accept an Amended Agreement, you may terminate this Agreement on at least seven (7) days’ notice to us, to expire on or before the effective date of the Amended Agreement. Your continued use of a Service beyond any Amended Agreement’s effective date is your agreement to such Amended Agreement.
21. Third Party Rights
21.1 No person who is not a party to this Agreement will have any rights under any law (including the UK Contracts (Rights of Third Parties) Act 1999) to enforce any term of this Agreement and no consent is required from any third party to amend this Agreement. While we may use contractors to provide any Service, such use will not release us from any obligation or liability under this Agreement. We may assign this Agreement, or any or all of our rights under this Agreement, on notice to you. You may not assign this Agreement or part thereof to any competitor of the LoopUp Group; otherwise you may assign this Agreement in its entirety to any other person on prior written notice to us. This Agreement shall be binding upon, and shall inure to the benefit of, the successors, assigns, and personal representatives of each of the parties.
22. No Waiver
22.1 No failure or delay by either party to exercise or enforce any right or benefit under this Agreement will be deemed a waiver of such neither right or benefit, nor operate to prevent or limit the future exercise or enforcement of that right or benefit. If any term or condition of this Agreement is held invalid, void or otherwise unenforceable by any court, governmental agency or authority of competent jurisdiction, the remainder of this Agreement will remain valid and enforceable. The parties are independent contractors and nothing in this Agreement, and no action taken by either party, will constitute or be deemed to constitute a partnership, agency or joint venture between the parties.
23.1 If any provision of the Agreement is held to be invalid or unenforceable, it will be severed from the Agreement, the remaining provisions will remain in full force and effect and the parties will promptly negotiate a replacement.
24. Survival of Obligations
24.1 The parties’ rights and obligations, which, by their nature would continue beyond the termination, cancellation or expiration of this Agreement shall survive termination, cancellation or expiration hereof.
25. Governing Law
25.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
25.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.