1.1 In these Terms, except to the extent expressly provided otherwise:

"Asset" means a farm or a pack house that shall be the subject matter of the Platform license. In this regard, each farm or pack house shall constitute a single asset for the purposes of these Terms regardless of the actual size of such a farm or a pack house 

"Business Day" means any weekday other than a bank or public holiday in Spain.

"Business Hours" means the hours of 09:00 to 17:00, Madrid Time on a Business Day.

"Charges" means the charges and other payable amounts as specified in the Ordering Document or as changed from time to time. In the event of any change to the Charges, the Customer will be notified at least thirty (30) in advance of such a change.  

"Customer Confidential Information" means:

any information disclosed by or on behalf of the Customer to the Provider (whether disclosed in writing, orally or otherwise) that at the time of disclosure:

(i) was marked or described as "confidential"; or

(ii) should have been reasonably understood by the Provider to be confidential; and

"Data Protection Laws" means the EU GDPR and all other applicable laws relating to the processing of Personal Data;

"EU GDPR" means the General Data Protection Regulation (i.e., Regulation (EU) 2016/679) and all other EU laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (which may include failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);

"Products & Services" means the products and services as identified by the Provider under the Ordering Documents and as updated by the Provider from time to time subject to the restrictions set out under these Terms;    

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or un-registrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

"Personal Data" means personal data under any of the Data Protection Laws;

"Platform" means the platform managed by the Provider and used by the Provider to provide the Products and Services to the Customer including the application and database software for the Products and Services, the system and server software used to provide the Products and Services, and the computer hardware on which that application, database, system and server software is installed; and

"Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services;

2.1 Any Ordering Documents shall constitute an integral part of these Terms and shall complement and supplement these Terms.

3.1   The Provider reserves the right to modify these Terms from time to time, so please review these Terms regularly. If the Provider makes any material changes to these Terms, the Provider will notify the Customers by email, and/or by means of a notice on our homepage prior to the changes becoming effective. The Customer continued use of the Provider website after any updates to these Terms shall constitute an acceptance of the updated Terms.

3.2   Any proposed amendments to these Terms shall be deemed accepted and shall become part of these Terms thirty (30) days after the relevant notice has been duly served to the Customer.

4.1 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Platform for the internal business purposes of the Customer in accordance with the provisions of these terms.

4.2 The licence granted by the Provider to the Customer to use the Platform under Clause 4 shall be limited only to the officers, employees, agents and subcontractors of the Customer. 

4.3. Except to the extent expressly permitted in this agreement or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 4 is subject to the following prohibitions:

(a) the Customer must not sub-license its right to access and use the Platform;

(b) the Customer must not permit any un-authorized person or application to access or use the Platform;

(c) the Customer must not use the Platform to provide services to third parties;

(d) the Customer must not republish or redistribute any content or material from the Platform; and

(f) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform without the prior written consent of the Provider.

4.4 The Provider shall use reasonable commercial endeavours to maintain the availability of the Platform to the Customer at the gateway between the public internet and the network of the hosting services provider for the Platform. 

4.5 For the avoidance of doubt, any downtime caused directly or indirectly by any of the following shall not be considered a breach of these Terms:

(a) a Force Majeure Event;

(b) a fault or failure of the internet or any public telecommunications network;

(c) a fault or failure of the Customer's computer systems or networks;

(d) any breach by the Customer of these Terms; or

(e) scheduled maintenance carried out in accordance with these Terms.

4.6 The Customer must not use the Platform in any way that causes, or may cause, damage to the Platform or impairment of the availability or accessibility of the Platform. 

4.7 The Customer must not use the Platform in any way that uses excessive Platform resources and as a result is liable to cause a material degradation in the services provided by the Provider to its other customers using the Platform; and the Customer acknowledges that the Provider may use reasonable technical measures to limit the use of Platform resources by the Customer for the purpose of assuring services to its customers generally.

4.8 The Customer must not use the Platform:

(a) in any way that is unlawful, illegal, fraudulent or harmful; or

(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

4.9 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform. 

4.10 Under these Terms, the Customer may not (a) reverse assemble, reverse engineer, decompile, or otherwise attempt to derive source code from any of the Products and Services; (b) reproduce, modify, create, or prepare derivative works of any of the Products and Services or related documentation; (c) distribute or display any of the Products and Services or related documentation other than to the authorized users; (d) share, sell, rent, or lease or otherwise distribute access to the Products and Services, or use the Products and Services to operate any timesharing, service bureau, or similar business; (e) create any security interest in the Products and Services; (f) alter, destroy, or otherwise remove any proprietary notices or labels on or embedded within or on the Products and Services or related documentation; (g) disclose the results of any Products and Services or program benchmark tests to any third parties without the Provider’s prior written consent; (h) employ any measure intended to circumvent limitations to the purchased credits under the license; or (i) use automated means, such as bots or crawlers, to access any Products and Services or extract information therefrom (except such means as are expressly approved in advance in writing by the Provider).

4.11 The Customer hereby authorizes the Provider to use the Customer’s name and logo for its marketing efforts unless and until such authorization is revoked in advance in writing.

5.1 The Provider may from time to time suspend the Platform for the purposes of scheduled maintenance to the Platform provided that such scheduled maintenance must be carried out in accordance with this Clause 5.

5.2 The Provider shall where practical give to the Customer at least (1) Business Day' prior written notice of scheduled maintenance that will or is likely to, affect the availability of the Platform or have a material negative impact upon the Platform. 

5.3 The Provider shall ensure as much as practically possible that all scheduled maintenance is carried out outside the Business Hours.

6.1 The Provider shall provide the Support Services to the Customer. 

6.2 The Provider shall provide the Support Services with reasonable skill and care. 

6.3 The Provider shall make available to the Customer a helpdesk.

6.4 The Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Customer must not use the helpdesk for any other purpose.

6.5 The Provider shall respond promptly to all requests for Support Services made by the Customer through the helpdesk.

6.6 The Provider shall have no obligation to provide Support Services:

(a) In respect of any issue caused by the improper use of the Platform by or on behalf of the Customer; or

(b) In respect of any issue caused by any alteration to the Platform, or to the configuration of the Platform, made without the prior written consent of the Provider.

7.1 The Customer hereby grants to the Provider a non-exclusive, worldwide licence to:

(a) Copy, store and transmit the Customer data; and

(b) Edit, translate and create derivative works of the Customer data;

to the extent reasonably required for the performance of the obligations of the Provider under these Terms. The Customer also grants to the Provider the right to sub-license these rights to its hosting, connectivity and telecommunications service providers strictly for this purpose and subject to any express restrictions elsewhere in these Terms.

7.2 The Provider may access, collect, and use any information from or relating to the Customer and the Customer’s use of the Platform (herein defined as the “Related Information”) for customer and technical support, for regulatory and third-party compliance purposes, to protect and enforce the Provider’s rights, to monitor compliance with and investigate potential breaches these Terms, and to recommend additional products or services to the Customer. Further, the Provider may share this information with the Provider’s partners or affiliates for the same purposes. In addition, the Customer hereby grants the Provider and its affiliates the perpetual right to use Related Information for purposes such as to test, develop, improve, and enhance the Provider’s products and services, and to create and own derivative works based on Related Information, so long as neither the Customer, nor any authorized user nor any other individual is identifiable as the source of such information.

8.1 The Customer acknowledges and agrees that and any related documentation (including, without limitation, the content, layout, functions, design, appearance, trademarks, service marks, copyrights, patents, and other intellectual property comprising the Platform and/or the Products and Services) are the property of the Provider, whether or not they are trademarked, copyrighted, or patented. 

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8.2 Nothing in these Terms shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider. This includes, without limitation, any licensed materials that Customer downloads, prints, saves, or incorporates into other materials. The Customer further acknowledges and agrees that the Platform and/or the Products and Services, in whole or in part, are unique, special, and valuable.

9.1 The Customer shall pay the Charges to the Provider as specified under the Ordering Document. 

9.2 All amounts stated in or in relation to these Terms are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Provider.

10.1 The Provider shall issue invoices for the Charges to the Customer in advance of the period to which they relate.

10.2 The Customer must pay the Charges to the Provider within the period of 30 days following the issue of an invoice in accordance with this Clause 10 provided that the Charges must in all cases be paid before the commencement of the period to which they relate. 

10.3 The Customer must pay the Charges by debit card, credit card, direct debit or bank transfer using such payment details as are notified by the Provider to the Customer from time to time.

10.4 If the Customer does not pay any amount properly due to the Provider under these Terms, the Provider may charge the Customer interest on the overdue amount at the rate of 1% weekly from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month). 

10.5 Without prejudice to clause (10.4), the Provider shall be entitled to suspend the provision of the Platform and/or the Support Services if any amount due to be paid by the Customer to the Provider under these Terms is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Platform and/or the Support Services on this basis.

10.6 All monetary amounts specified in these Terms are in United States dollars unless otherwise expressly stated.

11.1 The Provider must:

(a) keep the Customer Confidential Information strictly confidential;

(b) not disclose the Customer Confidential Information to any person without the Customer's prior written consent, and then only under conditions of confidentiality approved in writing by the Customer;

(c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider's own confidential information of a similar nature, being at least a reasonable degree of care;

(d) act in good faith at all times in relation to the Customer Confidential Information; and

(e) not use or allow the use of any of the Customer Confidential Information for any purpose other than those pertaining to the performance of the Provider’s obligations under these Terms.

11.2 Notwithstanding Clause 11.1, the Provider may disclose the Customer Confidential Information to the Provider's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information for the performance of their work with respect to these Terms and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.

11.3 This Clause 11 imposes no obligations upon the Provider with respect to:

(a) Customer Confidential Information that is known to the Provider before disclosure under these Terms and is not subject to any other obligation of confidentiality;

(b) Customer Confidential Information that is or becomes publicly known through no act or default of the Provider;

(c) Customer Confidential Information that is obtained by the Provider from a third party in circumstances where the Provider has no reason to believe that there has been a breach of an obligation of confidentiality; or

(d) information that is independently developed by the Provider without reliance upon or use of any Customer Confidential Information.

11.4 The restrictions in this Clause 11 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, or by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Provider on any recognised stock exchange. If the Provider makes a disclosure to which this Clause 11.4 applies then, to the extent permitted by applicable law, the Provider shall promptly notify the Customer of the fact of the disclosure, the identity of the disclose, and the Customer Confidential Information disclosed.

11.5 The provisions of this Clause 11 shall continue in force for a period of two (2) years following the termination of these Terms, at the end of which period they will cease to have effect.

12.1 The Provider shall comply with the Data Protection Laws with respect to the processing of Personal Data relating to these Terms. 

12.2 The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with these Terms.

12.3 The Customer shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to these Terms:

(a) the Personal Data of data subjects falling within the categories specified in Section 1 of Schedule 3 of the Ordering Document (Data processing information) (or such other categories as may be agreed by the parties in writing); and

(b) Personal Data of the types specified in Section 2 of Schedule 3 of the Ordering Document (Data processing information) or such other types as may be agreed by the parties in writing.

12.4 The Provider shall only process the Personal Data for the purposes specified in Section 3 of Annex 2 of the Ordering Document (Data processing information).

12.5 The Provider shall only process the Personal Data during the Term and for not a period exceeding the period needed to satisfy the purpose of such a processing, subject to the other provisions of this Clause 12.

12.6 The Provider shall only process the Personal Data on the documented instructions of the Customer including with regard to transfers of the Customer Personal Data to a third country under the Data Protection Laws as set out in this Agreement or any other document agreed by the parties in writing.

12.7 The Customer hereby authorises the Provider to freely transfer Personal Data pertaining to these Terms as long as such a transfer is valid under the Data Protection Laws. 

12.8 The Provider shall promptly inform the Customer if, in the opinion of the Provider, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.

12.9 Notwithstanding any other provision of these Terms, the Provider may process the Personal Data if and to the extent that the Provider is required to do so by the applicable law. In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless that law prohibits such information.

12.10 The Provider shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

12.11 The Provider shall implement appropriate technical and organizational measures to ensure an appropriate level of security for the Customer Personal Data, including those measures as specified in the Ordering Document (Data processing information).

12.12 The Provider must not engage any third party to process the Personal Data without the prior specific or general written authorisation of the Customer. In the case of a general written authorisation, the Provider shall inform the Customer at least fourteen (14) days in advance of any intended changes concerning the addition or replacement of any third-party processor, and if the Customer objects to any such changes before their implementation, then the Provider must not implement the changes. The Provider shall ensure that each third-party processor is subject to equivalent legal obligations as those imposed on the Provider by this Clause 12.

12.13 The Provider is hereby authorised by the Customer to engage, as sub-processors with respect to Customer Personal Data the third parties, and third parties within the categories, identified in the Order Documents (Data processing information).

12.14 The Provider shall, insofar as practically possible, and taking into account the nature of the processing, take appropriate technical and organizational measures to assist the Customer with the fulfilment of the Customer's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.

12.15 The Provider shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. 

12.15 The Provider must notify the Customer of any Personal Data breach affecting the Personal Data without undue delay and, in any case, not later than 72 hours after the Provider becomes aware of the breach. 

12.17 The Provider shall make available to the Customer all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause 12.

12.18 The Provider shall, at the choice of the Customer, delete or return all of the Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that the applicable law requires storage of the relevant Personal Data.

12.19 The Provider shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of the Provider's processing of Personal Data with the Data Protection Laws and this Clause 12.

12.20 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under these Terms, then the parties shall use their best endeavours promptly to agree such variations to these Terms as may be necessary to remedy such non-compliance.

13.1 The Provider warrants to the Customer that:

(a) the Provider has the legal right and authority to enter into these Terms and to perform its obligations under these Terms;

(b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under these Terms; and

(c) the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms.

13.2 The Provider warrants to the Customer that the Products and Services when used by the Customer in accordance with these Terms will not breach any laws, statutes or regulations applicable under the applicable law. 

13.3 The Customer warrants to the Provider that it has the legal right and authority to enter into these Terms and to perform its obligations under these Terms.

13.4 All of the parties' warranties and representations in respect of the subject matter of these Terms are expressly set out in these Terms. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of these Terms will be implied into these Terms or any related contract.

14.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs.

14.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities.

15.1 Nothing in these Terms will:

(a) limit or exclude any liability for gross negligence or intentional misconduct;

(b) limit any liabilities in any way that is not permitted under the applicable law; or

(c) exclude any liabilities that may not be excluded under the applicable law.

15.2 The limitations and exclusions of liability set out in this Clause 15 and elsewhere in these Terms: 

(a) are subject to Clause 15.1; and

(b) govern all liabilities arising under these Terms or relating to the subject matter of these Terms, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms.

15.3 Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.

15.4 Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings.

15.5 Neither party shall be liable to the other party in respect of any loss of revenue or income.

15.6 Neither party shall be liable to the other party in respect of any loss of use or production.

15.7 Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities.

15.8 Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software.

15.9 Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.

15.10 The liability of the Provider to the under these Terms in respect of any event or series of related events shall not exceed the total amount paid by the Customer to the Provider under these Terms in the 12-month period preceding the commencement of the event or events.

15.11 The aggregate liability of the Provider to the Customer under these Terms shall not exceed the total amount paid by the Customer to the Provider under these Terms. 

16.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under these Terms (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

16.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under these Terms, must:

(a) promptly notify the other; and

(b) inform the other of the period for which it is estimated that such failure or delay will continue.

16.3 A party whose performance of its obligations under these Terms is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

17.1 Either party may terminate these Terms by giving to the other party at least 60 days' written notice of termination.

17.2 Either party may terminate these Terms immediately by giving written notice of termination to the other party if the other party commits a material breach of these Terms.

17.3 Subject to the applicable law, either party may terminate these Terms immediately by giving written notice of termination to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under these Terms); or

(d) if that other party is an individual: 

(i) that other party becomes incapable of managing his or her own affairs as a result of illness or incapacity; or

(ii) that other party is the subject of a bankruptcy petition or order,

and if that other party dies then these Terms shall automatically terminate.

18.1 Upon the termination of these Terms, all of the provisions of these Terms shall cease to have effect, save that the following provisions of these Terms shall survive and continue to have effect in accordance with their express terms or otherwise indefinitely: Clauses 1, 4.10, 10.2, 10.4, 11, 12, 15, 18, 19, 22 and 23.

18.2 Except to the extent expressly provided otherwise in these Terms, the termination of these Terms shall not affect the accrued rights of either party.

18.3 Within 30 days following the termination of these Terms for any reason:

(a) the Customer must pay to the Provider any Charges in respect of Products and Services provided to the Customer before the termination of these Terms; and

(b) the Provider must refund to the Customer any Charges paid by the Customer to the Provider in respect of the Products and Services that were to be provided to the Customer after the termination of these Terms,

without prejudice to the parties' other legal rights.

19.1 The Customer agrees to indemnify, defend, and hold harmless the Provider and its officers, directors, employees, shareholders, agents, partners, successors, and permitted assigns from and against any and all actual or threatened claims of third parties arising out of or in connection with (a) The Customer access or use of the Platform in violation of any law, (b) The Customer violation of any provision of these Terms , (c) The Customer sending of any information, messages, or materials to the Products  and Services (including, but not limited to, through e-mail, mail, or fax) in violation of any law or the rights of any third party, or (d) the use of the Platform by any third party to whom the Customer has granted access (including access obtained by such third party through use of the usernames and passwords assigned to the Customer and its personnel).

19.2 The Provider shall indemnify the Customer for any damages finally awarded by any court of competent jurisdiction against the Customer in, or for amounts paid by the Customer under a settlement approved by the Provider in writing of, any legal proceeding brought by a third party alleging that the Platform infringes upon or violates the intellectual property rights of any such third party. The foregoing indemnification obligations do not apply if (a) the allegation does not state with specificity that the Products and Services are the basis of the claim against the Customer; (b) a claim against the Customer arises from the use or combination of the Products and Services or any part thereof with software, hardware, data, or processes not provided by the Provider; or (c) a claim against the Customer arises from the Customer’s breach of these Terms.

19.3 As a condition to any right to indemnification under these Terms , the indemnified party must (a) promptly give the indemnifying party written notice of the claim or proceeding, (b) give the indemnifying party sole control of the defense and settlement of the claim or proceeding (except that the indemnifying party may not settle any claim or proceeding unless it unconditionally releases the indemnified party of all liability), and (c) give the indemnifying party all reasonable assistance, at the indemnifying party’s expense. This section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any claim or proceeding subject to clause (15) of these Terms.

20.1 Any notice from one party to the other party under these Terms must be given by one of the following methods using the relevant contact details set out in Clause 20.2:   

(a) delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; or

(b) sent by email to the specified contact details under these Terms. 

20.2 The addressee and contact details set out in these Terms may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 20.

21.1 Subject to any express restrictions elsewhere in these Terms, the Provider may subcontract any of its obligations under these Terms, provided that the Provider must give to the Customer, promptly following the appointment of a subcontractor, a written notice specifying the subcontracted obligations and identifying the subcontractor in question. 

21.2 The Provider shall remain responsible to the Customer for the performance of any subcontracted obligations. 

21.3 Notwithstanding the provisions of this Clause 20 but subject to any other provision of these Terms, the Customer acknowledges and agrees that the Provider may subcontract to any reputable third-party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform.

22.1 No breach of any provision of these Terms shall be waived except with the express written consent of the party not in breach.

22.2 If any provision of these Terms is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of these Terms will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

22.3 These Terms may not be varied except by a written document signed by or on behalf of each of the parties.

22.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under these Terms.

22.5 These Terms are made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to these Terms are not subject to the consent of any third party.

22.6 Subject to Clause 15.1, these Terms shall constitute the entire agreement between the parties in relation to the subject matter of these Terms, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

22.7 The parties hereby agree that they are independent contractors, and these Terms does not create a partnership, franchise, joint venture, general agency, fiduciary or an employment relationship between the parties. 

22.8 These Terms shall be governed by and construed in accordance with English law.

22.9 Any dispute, controversy or claim arising out of or relating to these Terms, its interpretation, execution, the termination or invalidity thereof, and has not been settled amicably, shall be settled by arbitration in accordance with the Rules of Arbitration of the Cairo Regional Centre for International Commercial Arbitration.  The number of arbitrators shall be one; the place of arbitration shall be Cairo; and the language to be used in the arbitral proceedings shall be English.

23.1 In these Terms, a reference to a statute or statutory provision includes a reference to: 

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

23.2 The Clause headings may not affect the interpretation of these Terms.

23.3 References in these Terms to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.

23.4 In these Terms, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

If you have any questions or comments about these Terms, please contact us at: 

• Email: legal@aydi.com