Terms of Business

These Terms of Business ("Terms") apply to any and all Statements of Work entered into between Heart Brands UK Ltd / Heart Brands Pty Ltd, trading as Heartstyles (“Heartstyles”) of Orion Gate, Guildford Road, Woking, Surrey, GU22 7NJ, United Kingdom / Level 1, 20 Rodborough Road, Frenchs Forest, NSW, 2086 Australia and the Client named in the Statement of Work. The Statement of Work and Terms are referred to together as the "Contract".

Agreed Terms

1            INTERPRETATION

1.1           The following definitions and rules of interpretation apply in these Terms:

1.1.1      "Applicable Laws" means all applicable laws, statutes, regulation from time to time in force.

1.1.2      "Business Day" means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

1.1.3      "Business Hours" means the period from 9.00 am to 5.00 pm on any Business Day.

1.1.4      "Change Order" has the meaning given in clause 6.1.

1.1.5      "Customer's Equipment" means any equipment, including tools, systems or facilities, provided by the Customer, its agents, subcontractors or consultants which is used directly or indirectly in the supply of the Services including any such items specified in a Statement of Work.

1.1.6      "Customer Materials" means all trade marks and other branding, documents, information, items and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to the Supplier in connection with the Services, including the items provided pursuant to clause 5.1.5 and those detailed in the relevant Statement of Work.

1.1.7      "Data Protection Laws" means any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction (as amended, consolidated or re-enacted from time to time) which relates to the protection of individuals with regards to the Processing of Personal Data to which a Party is subject, including the Data Protection Act 2018, the General Data Protection Regulation ((EU) 2016/679) ("GDPR"), the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 ("UK GDPR") and the Privacy and Electronic Communications (EC Directive) Regulations 2003.

1.1.8      "Deliverables" means any output of the Services to be provided by the Supplier to the Customer as specified in a Statement of Work and any other documents, products and materials provided by the Supplier to the Customer in relation to the Services.

1.1.9      "Expenses" means the travel, accommodation and subsistence expenses agreed to by the Customer in a Statement of Work.

1.1.10   "Force Majeure Event" means any circumstance not within a party's reasonable control including, without limitation acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, nuclear, chemical or biological contamination, any law or any action taken by a government or public authority, fire, explosion or accident and any labour or trade dispute, and interruption or failure of utility service.

1.1.11   "Intellectual Property Rights (IPRs)" means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) 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.

1.1.12   "SoW Charges" means the sums payable for the Services as set out in a Statement of Work.

1.1.13   "Statement of Work" means a detailed plan, agreed in accordance with clause 3, describing the services to be provided by the Supplier, the timetable for their performance and related matters.

1.1.14   "Services" means the services which are provided by the Supplier under a Statement of Work.

1.1.15   "VAT" means value added tax chargeable in the UK.

1.2           Clause and paragraph headings shall not affect the interpretation of these Terms.

1.3           A reference to writing or written includes email.

1.4           Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

2            COMMENCEMENT AND DURATION

2.1           The Contract shall commence on the date the Statement of Work is signed and shall continue, unless terminated earlier in accordance with clause 13 (Termination), until either party gives to the other party 20 Business Days’ written notice to terminate. Such notice to expire no sooner than the completion of all Statements of Work entered into before the date on which it is served.

2.2           If there are no uncompleted Statements of Work as at the date notice to terminate is served under clause 2.1 such notice shall terminate the Contract with immediate effect.

2.3           The parties shall not enter into any further Statements of Work after the date on which notice to terminate is served under clause 2.1.

2.4           The Customer may procure any of the Services by agreeing a Statement of Work with the Supplier pursuant to clause 3 (Statements of Work).

2.5           The Supplier shall provide the Services from the date specified in the relevant Statement of Work.

3            STATEMENTS OF WORK

3.1           Each Statement of Work shall be agreed in the following manner:

3.1.1      the Customer shall provide the Supplier with as much information as the Supplier reasonably requests in order to prepare a draft Statement of Work for the Services requested;

3.1.2      following receipt of the information requested from the Customer the Supplier shall, as soon as reasonably practicable, either inform the Customer that it declines to provide the requested services or provide the Customer with a draft Statement of Work;

3.1.3      if the Supplier provides the Customer with a draft Statement of Work pursuant to clause 3.1.2, the Supplier and the Customer shall discuss and agree that draft Statement of Work; and

3.1.4      both parties shall sign the draft Statement of Work when it is agreed.

3.2           Once a Statement of Work has been agreed and signed in accordance with clause 3.1.4, no amendment shall be made to it except in accordance with clauses 6 or 17.2.

3.3           Each Statement of Work shall form a separate agreement subject to these Terms.

4            SUPPLIER'S RESPONSIBILITIES

4.1           The Supplier shall use reasonable endeavours to provide the Services, and deliver the Deliverables to the Customer, in accordance with a Statement of Work in all material respects.

4.2           The Supplier shall use reasonable endeavours to meet the timeframes specified in a Statement of Work but any such dates shall be estimates only and time for performance by the Supplier shall not be of the essence.

5            CUSTOMER'S OBLIGATIONS

5.1           The Customer shall:

5.1.1      co-operate with the Supplier in all matters relating to the Services;

5.1.2      be responsible for ensuring that any Customer personnel complete and sign the health disclaimer and complete the health and fitness questionnaire when requested and provided by Heartstyles;

5.1.3      appoint a manager in respect of the Services to be performed under each Statement of Work, such person as identified in the Statement of Work. That person shall have authority to contractually bind the Customer on all matters relating to the relevant Services (including by signing Change Orders);

5.1.4      provide, for the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer's premises, office accommodation, data and other facilities as required by the Supplier including any such access as is specified in a Statement of Work;

5.1.5      provide to the Supplier in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or a third party) required under a Statement of Work or otherwise reasonably required by the Supplier in connection with the Services and ensure that they are accurate and complete;

5.1.6      inform the Supplier of all health and safety and security requirements that apply at the Customer's premises;

5.1.7      ensure that all the Customer's Equipment is in good working order and suitable for the purposes for which it is used;

5.1.8      provide the Supplier with the Customer Materials to the extent required by the Supplier to perform the Services and provide the Deliverables;

5.1.9      obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable the Supplier to provide the Services, the use of all Customer Materials and the use of the Customer's Equipment, in all cases before the date on which the Services are to start; and

5.1.10   comply with any additional responsibilities of the Customer as set out in the relevant Statement of Work.

5.2           If the Supplier's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, the Supplier shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.

5.3           Where the Supplier has spent additional time on a matter due to the Customer’s delay the Supplier shall be entitled to charge an hourly overtime rate of £125 + VAT on a pro-rata basis (“Overtime Fees”). Supplier shall use reasonable endeavours to notify Customer prior to incurring any Overtime Fees, for the avoidance of doubt, any failure to notify the Customer pursuant to this clause 5.3 shall not preclude Supplier from charging the Overtime Fees.

6            CHANGE CONTROL

6.1           Either party may propose changes to the scope or execution of the Services but no proposed changes shall come into effect until a relevant "Change Order” setting out the proposed changes has been signed by both parties.

6.2           If the Supplier wishes to make a change to the Services it shall provide the Customer with a Change Order.

6.3           If the Customer wishes to make a change to the Services:

6.3.1      it shall notify the Supplier and provide as much detail as the Supplier reasonably requires of the proposed changes, including the timing of the proposed change; and

6.3.2      the Supplier shall, as soon as reasonably practicable after receiving the information at clause 6.3.1, provide a draft Change Order to the Customer.

6.4           If the parties:

6.4.1      agree to a Change Order, they shall sign it and that Change Order shall amend the relevant Statement of Work; or

6.4.2      are unable to agree a Change Order, then there shall be no amendment to the relevant Statement of Work.

6.5           The Supplier may charge for the time it spends on preparing and negotiating Change Orders which implement changes proposed by the Customer on a time and materials basis equal to the Overtime Fees.

7            CANCELLATION AND POSTPONEMENT

7.1 The Customer may cancel or postpone the Services by notice in writing to the Supplier and upon payment to the Supplier of a sum equal to the following:

7.1.1 all reasonable expenses the Supplier has incurred for the Services provided or in preparation for the Services to be provided prior to receipt of the notice; and

7.1.2 if the Services are cancelled or postponed 14 days or less prior to the scheduled dates, 100% of the SoW Charges; or

7.1.3 if the Services are cancelled or postponed between 28-15 days prior to the scheduled dates, 50% of the SoW Charges; or

7.1.4 if the Services are cancelled or postponed between 29-40 days prior to the scheduled dates, 25% of the SoW Charges; or

7.1.5 if the Services are cancelled or postponed more than 41 days prior to the scheduled dates, 0% of the SoW Charges.

8            CHARGES AND PAYMENT

8.1           In consideration of the provision of Services by the Supplier, the Customer shall pay the SoW Charges, including the expenses, as set out in the Statement of Work relating to those Services.

8.2           The Supplier shall invoice the Customer for the SoW Charges at the intervals specified in the Statement of Work. The Supplier shall invoice the Customer for any Overtime Fees and, if no intervals are so specified, the SoW Charges at the end of each month for Services performed during that month.

8.3           The Customer shall pay each invoice submitted to it by the Supplier within 30 days of receipt to a bank account nominated in writing by the Supplier from time to time. If the invoice is within 30-days of program or after the program has been completed the invoice is due for immediate payment.

8.4           Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier any sum due under the Contract on the due date:

8.4.1      the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 8% a year above the Bank of England's base rate from time to time, but at 8% a year for any period when that base rate is below 0%;

8.4.2      the Supplier may suspend part or all of the Services until payment has been made in full; and

8.4.3      the Supplier may require the Client to return all Deliverables provided to the Client under the relevant Statement of Work until payment has been made in full.

8.5           All sums payable to the Supplier under the Contract:

8.5.1      are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and

8.5.2      shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9            INTELLECTUAL PROPERTY RIGHTS

9.1           In relation to the Deliverables:

9.1.1      the Supplier and its licensors shall retain ownership of all IPRs in the Deliverables, excluding the Customer Materials; and

9.1.2      the Supplier grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free license during the term to use the Deliverables for the purpose of receiving and using the Services and the Deliverables.

9.1.3      To the extent the Customer exercises its rights to the license under clause 9.1.2, the Customer must use the Deliverables as provided by Heartstyles, without alteration, including any use of the Heartstyles branding and attributions.

9.1.4      The Customer shall retain ownership of all IPRs in the Customer Materials and grants to the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of the Contract for the purpose of providing the Services to the Customer.

9.2           The Customer:

9.2.1      warrants that the receipt and use in the performance of the Contract by the Supplier, its agents, subcontractors or consultants of the Customer Materials shall not infringe the rights, including any IPRs, of any third party; and

9.2.2      shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred or paid by the Supplier arising out of or in connection with any claim brought against the Supplier, its agents, subcontractors or consultants for actual or alleged infringement of a third party's IPRs arising out of, or in connection with, the receipt or use under the Contract of the Customer Materials.

9.3           If the Customer is required to indemnify the Supplier under this clause 9, the Supplier shall:

9.3.1      notify the Customer in writing of any claim against it in respect of which it wishes to rely on the indemnity at clause 9.2.2 ("IPRs Claim");

9.3.2      allow the Customer, at its own cost, to conduct all negotiations and proceedings and to settle the IPRs Claim, always provided that the Customer shall obtain the Supplier’s prior approval of any settlement terms, such approval not to be unreasonably withheld;

9.3.3      provide the Customer with such reasonable assistance regarding the IPRs Claim as is required by the Customer, subject to reimbursement by the Customer of the Supplier’s costs so incurred; and

9.3.4      not, without prior consultation with the Customer, make any admission relating to the IPRs Claim or attempt to settle it, provided that the Customer considers and defends any IPRs Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Supplier into disrepute.

10          DATA PROTECTION

10.1        For the purposes of this clause 10, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

10.2        Both parties will comply with all applicable requirements of the Data Protection Laws. This clause 10 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Laws.

10.3        The parties have determined that, for the purposes of the Data Protection Laws, either party may act as a processor or as a controller. When acting as a processor the relevant party shall act in accordance with clause 10.6 and then acting as a controller the relevant party shall act in accordance with clause 10.4.

10.4        Without prejudice to the generality of clause 10.2, the controller will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer and collection of the personal data for the duration and purposes of the Contract.

10.5        The Statement of Work will set out the scope, nature and purpose of processing, the duration of the processing and the types of personal data and categories of data subject.

10.6        Without prejudice to the generality of clause 10.2, the processor shall:

10.6.1   process the personal data only on the documented instructions of the controller unless the processor is required by Applicable Laws to otherwise process that personal data (Purpose). Where the processor is relying on Applicable Laws as the basis for processing personal data, the processor shall notify the controller of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the processor from so notifying the controller on important grounds of public interest. The processor shall inform the controller if, in the opinion of the processor, the instructions of the controller infringe the Data Protection Laws;

10.6.2   implement the necessary 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, which the controller has reviewed and confirms are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

10.6.3   ensure that any personnel engaged and authorised by the processor to process personal data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;

10.6.4   assist the controller insofar as this is possible (taking into account the nature of the processing and the information available to the processor), and at the controller’s cost and written request, in responding to any request from a data subject and in ensuring the controller’s compliance with its obligations under the Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

10.6.5   notify the controller without undue delay on becoming aware of a personal data breach;

10.6.6   only authorise a third party (sub-processor) to process personal data if: (i) the Controller is provided with an opportunity to object to (but not prevent) the appointment of each sub-processor within 10 days of the processor providing the controller with reasonable details of the forthcoming changes to its sub-processors; (ii) the processor enters into a written contract with the sub-processor that contains terms similar to those set out in this clause 10.6, in particular, in relation to requiring appropriate technical and organisational data security measures and, at the Controller's written request, provide the Controller with copies of such contracts (subject to redaction of any confidential information); and (iii) the processor maintains control over all personal data it entrusts to the sub-processor. The controller authorises the processor to use the sub-processors in the general categories of data storage, hosting (including data centres and providers of virtual software environments) and IT support;

10.6.7   at the written direction of the controller, delete or return personal data and copies thereof to the controller on termination of the Contract unless the processor is required by Applicable Law to continue to process that personal data; and

10.6.8   maintain records to demonstrate its compliance with this clause 10.

10.7        The Customer consents to the Supplier (and the Supplier's sub-processors) transferring personal data outside the United Kingdom and the European Economic Area ("GDPR Territories") provided that where such processing occurs, the Supplier:

10.7.1   is processing personal data in a territory which is subject to a current finding by the Information Commissioner's Office or European Commission under the Data Protection Laws that the territory provides adequate protection for the privacy rights of individuals;

10.7.2   participates in a valid cross-border transfer mechanism under the Data Protection Laws, so that the Supplier (and, where appropriate, the Customer) can ensure that appropriate safeguards are in place to ensure an adequate level of protection with respect to the privacy rights of individuals as required by Article 46 of the GDPR; or

10.7.3   otherwise ensures that the transfer complies with the Data Protection Laws.

11          CONFIDENTIALITY

11.1        Each party undertakes that it shall not at any time during the term of the Contract, and for a period of five years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.2.

11.2        Each party may disclose the other party's confidential information:

11.2.1   to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11; and

11.2.2   as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3        No party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

12          LIMITATION OF LIABILITY

12.1        Nothing in these Terms shall limit the Customer's liability under clauses 9.2, 10 or 11, or the Customer’s payment obligations under the Contract.

12.2        Nothing in these Terms limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

12.3        Subject to clauses 12.1 and 12.2 either party’s total liability to the other party shall not exceed the charges paid by the Customer in the 12 months preceding the event giving rise to the claim.

12.4        Neither party shall be liable whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for loss of profits, sales or business, agreements or contracts, anticipated savings, corruption of software, data or information or damage to goodwill, or indirect or consequential loss.

13          TERMINATION

13.1        Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

13.1.1   the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

13.1.2   the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

13.1.3   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 the Contract is in jeopardy.

13.2        Without affecting any other right or remedy available to it, the Supplier may terminate the relevant Statement of Work or the Contract in its entirety with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment.

14          OBLIGATIONS ON TERMINATION AND SURVIVAL

14.1        On termination or expiry of the Contract:

14.1.1   the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;

14.1.2   the Supplier shall on request return any of the Customer Materials not used up in the provision of the Services; and

14.1.3   the Customer shall on request return any of the Deliverables provided by the Supplier; and

14.1.4   all existing Statements at Work shall terminate automatically.

14.2        Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

14.3        Termination or expiry of these Terms shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

15          FORCE MAJEURE

15.1        Provided it has complied with clause 15.2, if a party is prevented, hindered or delayed in or from performing any of its obligations under this Contract by a Force Majeure Event ("Affected Party"), the Affected Party shall not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

15.2        The Affected Party shall, as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Contract and shall use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

15.3        If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 60 days, the party not affected by the Force Majeure Event may terminate the relevant Statement of work by giving 14 days’ written notice to the Affected Party.

16          NOTICES

16.1        Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case) or sent by email to the address specified the Statement of Work.

16.2        Any notice shall be deemed to have been received:

16.2.1   if delivered by hand, at the time the notice is left at the proper address;

16.2.2   if sent by pre-paid first-class post or other next Business Day delivery services, at 9.00 am on the second Business Day after posting; or

16.2.3   if sent if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

16.3        This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

17          GENERAL TERMS

17.1        Assignment. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

17.2        Variation. Subject to clause 6 (Change control), no variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17.3        Waiver. A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

17.4        Severance. 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.

17.5        Entire 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.

17.6        Non-Solicitation. In order to protect the legitimate business interests of Heartstyles, the Client covenants with Heartstyles that, for the Term and for a period of 12 months after termination, it shall not (except with the prior written consent of Heartstyles) attempt to solicit or entice away; or solicit or entice away, from the employment or service of Heartstyles the services of any Heartstyles personnel other than by means of a national advertising campaign open to all applicants and not specifically targeted at Heartstyles personnel.

17.7        No partnership. 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, or authorise any party to make or enter into any commitments for or on behalf of any other party.

17.8        Third party rights. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

17.9        Counterparts. This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. Transmission of an executed counterpart of this agreement by email shall take effect as the transmission of an executed "wet-ink" counterpart of this agreement.

17.10    Dispute resolution. The Parties undertake to use all reasonable endeavours to first resolve disputes by discussion between delegated representatives of both Parties. If the dispute cannot be resolved in this manner then the provisions of any Heartstyles dispute or complaint resolution policy in place will apply. Then if a policy is not in place at the time a dispute arises, the Parties agree to then first attempt to resolve the dispute by mediation. If the dispute is not resolved within 28 days (or such other period as is agreed in writing between the parties) after appointment of the mediator either party may commence legal proceedings to resolve the dispute. These provisions do not preclude a party seeking urgent or injunctive relief where that is necessary for the protection of a party’s rights.

17.11    Applicable law and jurisdiction. 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. 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.

May 2023.