A. Hammock provides a property finance management software platform to assist landlords in managing their property portfolio.
B. The Partner is a provider of landlord services and has a number of clients who are landlords who may benefit from using the Hammock Platform (as defined below).
C. Hammock has agreed to give the Partner the right and ability to invite its clients to use the Hammock Platform and charge those clients for such use. This right and ability will be provided on the terms and conditions of this agreement.
1. Interpretation
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or otherwise identified as Confidential Information including without limitation the terms and existence of this agreement, the accounts, records, and customer lists of Hammock, and the details (including names, addresses, payment information, and contact details) of Customers.
Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.
Customer: a person to whom the Partner provides services (other than the use of the Hammock Platform) to and who is not an existing customer of and has not in the past been a customer of, Hammock.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended 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).
Effective Date: the date of this agreement.
Fees: the fees for each Subscription as calculated in accordance with clause 6.
Hammock Platform: the property finance management platform accessible at www.usehammock.com.
Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Invitation Link: the email link sent to Customers, and generated by the Partner inputting the Customer’s details into the electronic form provided to the Partner by Hammock, through which Customers can create or activate a property management account on the Hammock Platform, or such other mechanism as agreed in writing by the parties.
Legislation: any statute, statutory provision or subordinate legislation or any mandatory rules or guidance issued by any regulatory body having jurisdiction over the applicable party.
Partner Services: any services that a Customer consents to the Partner providing to them which requires the Partner to have access to the Hammock Platform.
Subscription: the user subscriptions purchased by Customers from the Partner, or purchased by the Partner from Hammock and made available to Customers, which entitle Customers to access and use the Hammock Platform in accordance with the Terms of Use.
Terms of Use: the terms of use in accordance with which Hammock will make the Hammock Platform available to Customers, as updated from time to time and available here: https://www.usehammock.com/legal/.
Trade Marks: the trade names, branding, trade marks, titles and logos of Hammock and the Hammock Platform.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
1.5 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.6 A reference to writing or written includes e-mail.
1.7 Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.8 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
2. Appointment as partner
2.1 In consideration for the Partner agreeing to pay to Hammock the Fees, Hammock appoints the Partner as its non-exclusive partner in the United Kingdom to do the following:
2.1.1 to sell Subscriptions to Customers, and
2.1.2 to allow Customers the use of Subscriptions already purchased by the Partner, and
2.1.3 to make available the Hammock Platform to Customers in accordance with clause 3 for those Customers’ personal purposes only; and
2.1.4 to give the Partner the right to make the Hammock Platform so available and charge Customers for each Subscription.
2.2 During the term of this agreement, the Partner undertakes not to purchase the use of the Hammock Platform from any person other than Hammock or create any products which compete with the Hammock Platform.
2.3 The Partner shall be entitled to describe itself as an “Authorised Partner” of the Hammock Platform but shall not represent itself as an agent of Hammock for any purpose, nor pledge Hammock’s credit or give any condition or warranty or make any representation on Hammock’s behalf or commit Hammock to any contracts, or otherwise incur any liability on behalf of Hammock howsoever arising.
2.4 The Partner shall not sell the Hammock Platform through a sales agent or to a sub-distributor or reseller without the prior express written permission of Hammock.
2.5 Nothing in this agreement restricts the ability of Hammock to promote, sell and/or make available additional products and services to any individuals using the Hammock Platform.
3. Access to the Hammock Platform
3.1 For each Subscription sold by a Partner to a Customer, the Partner shall make the Hammock Platform available to that Customer by generating an Invitation Link.
3.2 Hammock shall allow access to the Hammock Platform to any Customer in respect of whom the Partner has made available an Invitation Link and who has accepted the Terms of Use.
3.3 Hammock reserves the right to reject any Customer in its sole discretion (including where the Partner has not paid any Fees, and/or the Customer in question has not accepted the Terms of Use).
3.4 Hammock may terminate access to and cease supply of the Hammock Platform to any Customer where the Partner has committed a material breach of this agreement or has not paid any Fees invoiced for under clause 6 in respect of the relevant Subscription.
3.5 Hammock is entitled to amend, vary or update the Hammock Platform at any time in its sole discretion but shall provide the Partner with notice of any material or adverse change it makes to the Hammock Platform.
3.6 The Partner acknowledges and agrees that:
3.6.1 he Customer has the right to become a direct customer of Hammock where any Customer stops being a client of the Partner (for the avoidance of doubt a Customer will not be considered to be a client of the Partner where the only service being provided by the Partner is the provision of access to the Hammock Platform), but the Customer continues or wishes to continue using the Hammock Platform; and,
3.6.2 Hammock will be entitled to charge and invoice the Customer directly for their subscriptions and use of the Hammock Platform, subject to the Customer’s consent and any Data Protection Legislation , from the date on which the Customer stops being a client of the Partner onwards.
4. The Partner’s obligations
4.1 The Partner shall use its reasonable endeavours to promote the Hammock Platform.
4.2 The Partner shall use all reasonable care, skill and diligence in providing the Partner Services to Customers.
4.3 The Partner shall notify Hammock on becoming aware of any breach by a Customer of the Terms of Use/
4.4 The Partner shall not permit access to the Hammock Platform to any person that has not accepted the Terms of Use and created or activated an account on the Hammock Platform.
4.5 The Partner shall not provide access to the Hammock Platform other than by sending Customers an Invitation Link or where requested by Hammock.
4.6 The Partner shall not upload or submit to, or manipulate or process in any way on, the Hammock Platform, any data or information about any person, other than a Customer who has accepted the Terms of Use and created an account on the Hammock Platform; and has given their permission.
4.7 The Partner shall inform Hammock immediately of any changes in ownership or Control it is subject to and of any change in its organisation or method of doing business which might affect the performance of its duties in this agreement.
5. Hammock’s obligations
5.1 Hammock shall provide such information and support as may be reasonably requested by the Partner (including any training on the use of the Hammock Platform where agreed in writing) to enable the Partner to properly and efficiently discharge its duties under this agreement.
5.2 Hammock shall assist the Partner in onboarding any Customer that has been invited to the Hammock Platform but has not created or activated their account.
5.3 Hammock shall use its best endeavours to approve or reject any promotional information or material submitted by the Partner within five (5) days of receipt.
6. Prices and payment
6.1 Hammock shall charge and the Partner shall pay the Fee for each Subscription.
6.2 The Fees for each Subscription shall vary depending on the number of properties managed by the Customer within each Subscription.
6.3 Hammock is able to monitor and calculate the number and type of Subscriptions at any given time.
6.4 Hammock shall be entitled to invoice the Partner monthly in arrears for each Subscription in existence on the Hammock Platform on the last working day of the previous calendar month.
6.5 The Fees for Subscriptions purchased by or made available to a Customer part-way through a month will be charged in full for that month.
6.6 The Partner shall pay the Fees within fourteen (14) days of the date of the invoice.
6.7 Any and all expenses, costs and charges incurred by the Partner in the performance of its obligations under this agreement shall be paid by the Partner unless Hammock has expressly agreed beforehand in writing to pay such expenses, costs and charges.
6.8 All Fees due under this agreement shall be paid by the Partner to Hammock in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6.9 The Fees shall be payable in pounds sterling and are exclusive of value added tax, which shall be added to Hammock’s invoice(s) at the appropriate rate.
7. Advertising and promotion
7.1 The Partner shall be responsible for the advertising and promotion of the Hammock Platform.
7.2 The Partner shall only use advertising materials and promotional literature containing the Trade Marks or other references to the Hammock Platform with the prior written consent of Hammock;
7.3 The Partner shall observe all reasonable directions and instructions in relation to the promotion and advertisement of the Hammock Platform to the extent that such promotions or advertisements refer to the Hammock Platform or otherwise use the Trade Marks.
7.4 The Partner shall not make any representations, warranties, guarantees or other commitments with respect to the specifications, features or capabilities of the Hammock Platform which are inconsistent with those contained in the promotional material supplied by Hammock (including, without limitation, the Terms of Use), or any written statement as to the quality or design of the Hammock Platform without the prior written approval of Hammock.
7.5 The Partner shall conduct business in a manner that reflects favourably at all times on Hammock and the good name, goodwill and reputation of Hammock and not enter into any contract or engage in any practice that is or may be detrimental to the interests of Hammock, including in the Hammock Platform.
7.6 The Partner shall avoid deceptive, misleading or unethical practices that are, or might be, detrimental to Hammock, the Hammock Platform or the public.
7.7 The Partner shall not publish or employ, or co-operate in the publication or employment of, any false, misleading or deceptive advertising material or other representations with regard to Hammock or the Hammock Platform.
8. Compliance with laws and regulations
8.1 The Partner warrants and represents that it will comply with all applicable laws, regulations, codes, and sanctions with respect to its activities under this agreement including without limitation those relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.
8.2 The Partner shall not permit, assist, encourage, or facilitate any Customer activity in respect of the Hammock Platform that constitutes fraud or contravenes any applicable laws, regulations, codes and sanctions including without limitation those relating to anti-corruption, anti-bribery and money laundering. If the Partner becomes aware or suspicious of such activity occurring, it shall immediately notify Hammock.
9. Intellectual Property Rights
9.1 Unless otherwise agreed between the parties, all Intellectual Property Rights in and to the Hammock Platform and Trade Marks belong, and shall belong, to Hammock and/or its licensors, and the Partner hereby acknowledges that all such rights and goodwill in the same shall inure for the benefit of and are (and shall remain) vested in, Hammock.
9.2 Without prejudice to the Partner’s rights or the rights of any third party to challenge the validity of any Intellectual Property Rights of Hammock, the Partner shall not do or authorise any third party to do any act which would or might invalidate or be inconsistent with any Intellectual Property Rights of Hammock and shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect or character.
9.3 Hammock grants to the Partner a non-exclusive, revocable, personal licence (subject to the terms and conditions of this agreement and during its term and solely for the purposes of performing its obligations under this agreement) to:
9.3.1 make use of the Hammock Platform as may be reasonably required for the purposes of inviting Customers to purchase and use the Hammock Platform, and for providing Customers with the Partner Services; and
9.3.2 use the Trade Marks on or in relation to the Hammock Platform for the purpose of the promotion, advertisement and sale of the Hammock Platform.
9.4 The Partner shall not:
9.4.1 copy the Hammock Platform or any part of it except to the extent and for the purposes expressly permitted by this agreement;
9.4.2 modify, adapt, develop, create any derivative work, reverse engineer, decompile, disassemble or carry out any act otherwise restricted by copyright or other Intellectual Property Rights in the Hammock Platform except and only to the extent that it is expressly permitted by applicable law.
9.4.3 use any of the Trade Marks in any way which might prejudice their distinctiveness or validity or the goodwill of Hammock therein;
9.4.4 use in relation to the Hammock Platform any trade marks other than the Trade Marks without obtaining the prior written consent of Hammock; or
9.4.5 use any trade marks or trade names so resembling any trade mark or trade names of Hammock as to be likely to cause confusion or deception.
9.5 The Partner is granted no rights under this agreement except as expressly stated herein and Hammock expressly reserves all Intellectual Property Rights, and its other rights, in and to the Hammock Platform.
9.6 The Partner shall promptly give notice in writing to Hammock in the event that it becomes aware of any infringement or suspected infringement of the Trade Marks or any other Intellectual Property Rights in or relating to the Hammock Platform; and any claim that the Hammock Platform or the development, use, sale or other disposal of the Hammock Platform, whether or not under the Trade Marks, infringes the rights of any third party.
9.7 In the case of any matter falling within clause 9.6, where such matter comes to your attention, the following provisions shall apply:
9.7.1 The Partner shall promptly notify Hammock;
9.7.2 Hammock shall, in its absolute discretion, determine what action if any shall be taken in respect of the matter;
9.7.3 Hammock shall have sole control over and shall conduct any consequent action as it shall deem necessary;
9.7.4 The Partner shall provide reasonable co-operation to Hammock in the defence and settlement of such claim, at Hammock’s expense.
9.7.5 Hammock shall pay all costs in connection with that action (unless it has been caused by unauthorised use or misuse of Hammock’s Intellectual Property Rights by the Partner) and shall be entitled to all damages and other sums which may be paid or awarded as a result of any such action;
9.8 In the defence or settlement of any claim arising under clause 9.6 Hammock may obtain for the Partner the right to continue using and making available the Hammock Platform in the manner contemplated by this agreement, replace or modify the Hammock Platform so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this agreement forthwith by notice in writing and without liability to the Partner.
9.9 Hammock shall not in any circumstances have any liability if the alleged infringement is based on:
9.9.1 the Partner Services;
9.9.2 a modification of the Hammock Platform by anyone other than Hammock;
9.9.3 the Partner’s marketing, advertising, distribution or use of the Hammock Platform in a manner contrary to the instructions given to you by Hammock; or
9.9.4 the Partner’s marketing, advertising, distribution or use of the Hammock Platform after notice of the alleged or actual infringement from Hammock or any appropriate authority.
9.10 The foregoing clause 9 states the Partner’s sole and exclusive rights and remedies, and Hammock’s entire obligations and liability, in the case of any matter falling under clause 9.6.
9.11 Each party shall, at the request and expense of the other, provide all reasonable assistance to the other (including, but not limited to, the use of its name in, or being joined as a party to, proceedings) in connection with any action to be taken by the other party, provided that that party is given such indemnity as it may reasonably require against any damage to its name.
10. Confidentiality
10.1 Each party may have access to Confidential Information of the other party under this agreement.
10.2 A party’s Confidential Information shall not include information that:
10.2.1 is or becomes publicly known through no act or omission of the receiving party; or
10.2.2 was in the other party’s lawful possession prior to the disclosure; or
10.2.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
10.2.4 is independently developed by the receiving party, which independent development can be shown by written evidence.
10.3 Subject to clause 10.5, 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. Where either party does make available Confidential Information to a third party, it shall notify that third party of the confidential nature of the information and the obligations of confidentiality contained in this clause 10. Each party shall remain liable to the other party for any breach of this clause 10 by such a third party.
10.4 Each party agrees to take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
10.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 10.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
10.6 This clause 10 shall survive termination of this agreement for any reason.
11. Personal data
11.1 Both parties shall comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
11.2 If a Customer grants the Partner permission to access the Customer’s data held within the Hammock Platform, the Partner shall:
11.2.1 ensure that it has all necessary consents and notices required under Data Protection Legislation in place to access such data and keep records and proof of such consents;
11.2.2 comply with its obligations as a data controller (where applicable) in providing the Customer with all required information about the nature of its processing of that Customer’s data as required by Data Protection Legislation;
11.2.3 not disclose or allow access to such data to anyone without a valid lawful basis under the Data Protection Legislation;
11.2.4 ensure that any lawful recipients of such data are subject to written contractual obligations concerning the shared data (including obligations of confidentiality) which are no less demanding than those imposed by this agreement;
11.2.5 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and
11.2.6 provide such assistance to Hammock as is reasonably required to enable Hammock to comply with requests from Customers to exercise their rights under the Data Protection Legislation within the time limits imposed by the Data Protection Legislation.
12. Warranties and indemnity
12.1 Each party represents, warrants and undertakes that:
12.1.1 it has full capacity and authority and all necessary consents to enter into and to perform this agreement and to grant the rights and licences referred to in this agreement and that this agreement is executed by its duly authorised representative and represents a binding commitment on it; and
12.1.2 without affecting its other obligations under this agreement, it shall comply with all applicable Legislation in the performance of its obligations under this agreement.
12.2 The Partner shall defend, indemnify and hold harmless Hammock in respect of any and all costs, losses, damages, expenses and liabilities incurred by Hammock resulting from:
12.2.1 a breach by the Partner of clause 2;
12.2.2 a breach by the Partner of clause 8; and
12.2.3 any negligent performance of the Partner Services.
13. Limitation of liability
13.1 Except as expressly and specifically provided in this agreement, all warranties, conditions and other terms implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from this agreement.
13.2 Nothing in this agreement excludes the liability of either party:
13.2.1 for death or personal injury caused by its negligence; or
13.2.2 for fraud or fraudulent misrepresentation.
13.3 Subject to clauses 13.2 and 13.4, neither party shall in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for:
13.3.1 loss of profits; or
13.3.2 loss of business; or
13.3.3 depletion of goodwill or similar losses; or
13.3.4 loss of anticipated savings; or
13.3.5 loss of goods; or
13.3.6 loss of use; or
13.3.7 loss or corruption of data or information; or
13.3.8 any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
13.4 Subject to clause 13.2, Hammock’s total aggregate liability to you in any 12 month period beginning on the Effective Date, or any anniversary of it (a Contract Year), whether in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement in a Contract Year, shall be limited to the amounts paid in aggregate, by you to Hammock under this agreement in that Contract Year.
14. Term and termination
14.1 This agreement shall commence on the Effective Date.
14.2 Unless terminated earlier in accordance with this clause 14, this agreement shall automatically extend for successive 1-month periods (Renewal Term) at the end of each Renewal Term.
14.3 Either party may terminate this agreement by giving at least 30 days’ prior written notice to the other party;
14.4 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
14.4.1 the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than fourteen days after being notified in writing to make such payment; or
14.4.2 the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen days after being notified in writing to do so; or
14.4.3 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or takes or has taken against it any step or action in connection with its entering into administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction, or the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or
14.4.4 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
14.5 Without prejudice to any other rights or remedies to which Hammock may be entitled, Hammock may terminate the agreement without liability to you if: you are subject to a change of control of; or you purport to assign any of your rights or obligations under this agreement.
15. Effects of termination
15.1 Upon termination or expiry of this agreement for any reason:
15.1.1 your rights under clause 2 including the right to access and use the Hammock Platform shall cease and Hammock may immediately terminate such access without further notice or liability;
15.1.2 you shall no longer be entitled to charge and invoice Customers in respect of the Hammock Platform or sell or make available Subscriptions;
15.1.3 you acknowledge and agree that each Customer will still be a customer of Hammock and that Hammock will from the date of expiry or termination onwards be entitled to charge and invoice the Customer for their Subscriptions and use of the Hammock Platform, and you shall provide reasonable assistance and information to Hammock in order to manage the seamless transition of the management of the relationship from you to Hammock;
15.1.4 you shall promptly return to Hammock, or otherwise dispose of as Hammock may instruct, all samples, technical pamphlets, catalogues, advertising materials, specifications and other materials, documents or papers whatsoever sent to you and relating to Hammock’s business (other than correspondence which has passed between the parties) which you may have in your possession or under your control; and
15.1.5 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;
15.2 Subject to the foregoing provisions of this clause 15, all rights and licences you may have under this agreement shall terminate.
16. General
16.1 Force Majeure. Neither party shall in any circumstances 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 Hammock or any other party), failure of a utility service or transport or telecommunications network, act of God, epidemic or pandemic, 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 two months, the party not affected may terminate this agreement by giving 14 days’ written notice to the other party.
16.2 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16.3 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this agreement is deemed deleted under this clause 16.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
16.4 Entire Agreement. Subject to the Data Protection Agreement, this agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement. Nothing in this clause shall limit or exclude any liability for fraud.
16.5 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.6 The Partner shall not, without the prior written consent of Hammock, assign, transfer, charge, sub-contract or deal in any other manner with all or any of the Partner’s rights or obligations under this agreement.
16.7 No Partnership. Notwithstanding the use of the word ‘Partner’ in this agreement, 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 except as expressly provided in clause 2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
16.8 Third party rights. No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
16.9 The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
16.10 Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally (deemed to be received when left at the relevant address), or sent by pre-paid first class post or other next working day delivery service (deemed to be received at 9.00 am on the second Business Day after posting), or by commercial courier (deemed to be received on the date and at the time that the courier’s delivery receipt is signed), or email (deemed to be received one Business Day after transmission). This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
16.11 Governing Law. 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 laws of England and Wales.
16.12 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with this agreement, its subject matter or its formation (including non-contractual disputes or claims).
Last updated 20th October 2022