Funeral Manager standard terms of use

Please read these Terms carefully. By using Funeral Manager or signing up for an account, you are agreeing to these terms, which will result in a legal agreement between you (the “Customer”) and Funeral Manager Ltd (the “Provider”).

Background

1.Funeral Manager is an online funeral administration system that supports the arrangement and undertaking of funerals and associated activities, with APIs to transfer data to and from other related applications.

2.Users opt to use the Funeral Manager cloud system to assist in the administration of their business and feed data to and from other systems.

Agreement

1. Definitions

1.1 In this Agreement

“Access Credentials” means the usernames, passwords and other credentials enabling access to the Hosted Services.

“Agreement” means this agreement including any Schedules, and any amendments to this Agreement from time to time.

“API” means the application programming interface for the Hosted Services defined by the Provider and made available by the Provider to the Customer.

“Business Day” means any weekday other than a bank or public holiday in England.

“Business Hours” means the hours of 08:30 to 17:00 GMT/BST on a Business Day.

“Charges” means the amounts specified in Section 3 of Schedule 1(Hosted Services particulars).

“Control” means the legal power to control (directly or indirectly) the management of an entity and “Controlled” should be construed accordingly.

“Customer Confidential Information” means any information disclosed by or on behalf of the Customer to the Provider marked as “confidential” or should have been reasonably understood by the Provider to be confidential.

“Customer Data” means all data uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform.

“Customer Indemnity Event” has the meaning given to it in Clause 17.3.

“Customer Personal Data” means any Personal Data that is processed by the Provider on behalf of the Customer in relation to this Agreement.

“Data Protection Laws” means the UK implementation of the GDPR.

“Data subject” means the identified or identifiable living individual to whom Personal Data relates.

“Documentation” means the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer.

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including 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).

“Hosted Services” means the application Funeral Manager, as specified in the Hosted Services Specification, which will be made available by the Provider to the Customer as a service via the internet in accordance with this Agreement.

“Hosted Services Specification” means the specification for the Platform and Hosted Services set out in Section 2 of Schedule 1 (Hosted Services particulars) and in the Documentation.

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, 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 and unfair competition rights.

“Personal Data” means information about a particular living individual.

“Platform” means the platform managed by the Provider and used by the Provider to provide the Hosted Services.

“Provider Indemnity Event” has the meaning given to it in Clause 17.1.

“Schedule” means any schedule attached to the main body of this Agreement.

“Services” means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under this Agreement.

“Set Up Services” means the configuration, implementation, and integration of the Hosted Services in accordance with Section 1 of Schedule 1 (Hosted Services particulars).

“Subprocessor” means any third party appointed by or on behalf of the Provider to process Personal Data on behalf of the Customer in connection with the Customer’s user of the Hosted Services.

“Support Services” means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services.

“Supported Web Browser” means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari.

“Term” means the term of this Agreement, commencing in accordance with Clause 2.

“Third Party Services” means any hosted, cloud or software-based services provided by any third party that are or may be integrated with the Hosted Services by the Provider from time to time in circumstances where the Customer must, in order to activate the integration, have an account with the relevant services provider or obtain activation or access credentials from the relevant services provider.

“UK GDPR” means the EU GDPR as transposed into UK law (including by the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019) and all other UK laws regulating the processing of Personal Data, as such laws may be updated, amended, and superseded from time to time.

“User Interface” means the interface for the Hosted Services designed to allow individual human users to access and use the Hosted Services.

2. Term

When you complete the Funeral Manager sign up form and agree to these Terms, the Agreement between you and Funeral Manager Ltd is formed, and the term of the Agreement (the “Term”) will begin. The Term will continue for as long as you continue to use Funeral Manager or until you or we terminate the Agreement in accordance with these Terms, whichever happens first.

3. Set Up Services

3.1The Provider shall provide the Set Up Services to the Customer.

3.2The Provider shall use all reasonable endeavours to ensure that the Set Up Services are provided in accordance with the details out in Section 1 of Schedule 1 (Hosted Services particulars).

4. Hosted Services

4.1The Provider shall ensure that the Customer, upon the completion of the Set Up Services is provided with the Access Credentials necessary to enable the Customer to access and use the Hosted Services.

4.2 The Provider hereby grants to the Customer a non-exclusive licence to use the Hosted Services by means of the User Interface and the API.

4.3 The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:

(a) the User Interface may only be used through a Supported Web Browser.

(b) the API may only be used by an application or applications approved by the Provider in writing and controlled by the Customer.

4.4 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 4.2 is subject to the following prohibitions:

(a) the Customer must not sub-license its right to access and use the Hosted Services.

(b) the Customer must not permit any unauthorised person or application to access or use the Hosted Services.

(c) The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentials.

4.6 The parties acknowledge and agree that Schedule 3 (Availability SLA) shall govern the availability of the Hosted Services.

4.7 The Customer must comply with Schedule 2 (Acceptable Use Policy) and must ensure that all persons using the Hosted Services by means of the Access Credentials comply with Schedule 2 (Acceptable Use Policy).

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

4.9 The Customer must not use the Hosted Services in any way that is unlawful, illegal, fraudulent or harmful or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

4.10 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, at any time.

4.11 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 14 days’ written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.

5. Scheduled maintenance

5.1 The Provider may from time to time suspend the Hosted Services for the purposes of scheduled maintenance to the Platform.

5.2 The Provider shall where practicable give to the Customer at least 5 Business Days’ prior written notice of scheduled maintenance that will, or is likely to, affect the availability of the Hosted Services.

5.3The Provider shall use its best endeavours to ensure that all scheduled maintenance is carried out outside Business Hours.

6. Support Services

6.1 The Provider shall provide the Support Services to the Customer in accordance with the standards of skill and care reasonably expected from a leading service provider in the Provider’s industry.

6.2 The Provider shall provide the Support Services in accordance with Schedule 4 (Support SLA).

6.3 The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 14 days’ written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

7. Customer obligations

Save to the extent that the parties have agreed otherwise in writing, the Customer must provide to the Provider, or procure for the Provider co-operation, support information and documentation as are reasonably necessary to enable the Provider to perform its obligations under this Agreement.

8. Customer Data

8.1 The Customer hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit, and translate the Customer Data to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under this Agreement.

8.2 The Customer warrants to the Provider that the Customer Data when used by the Provider in accordance with this Agreement will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation in any jurisdiction and under any applicable law.

8.3The Provider shall create a back-up copy of the Customer Data at least daily, shall ensure that each such copy is sufficient to enable the Provider to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 1 week.

8.4Within the period of 1 Business Day following receipt of a written request from the Customer, the Provider shall use all reasonable endeavours to restore to the Platform the Customer Data stored. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration.

8.5 The Customer may request that the Provider gives a copy of the Customer Data at any time to the Customer. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause.

9. Integrations with Third Party Services

9.1 The Provider may integrate the Hosted Services with any Third Party Services at any time.

9.2The Provider shall use reasonable endeavours to maintain any integration with Third Party Services that has been activated with respect to the Hosted Services account of the Customer. Subject to this, the Provider may remove, suspend, deactivate or limit any Third Party Services integration at any time in its sole discretion.

9.3 The Customer acknowledges and agrees that:

(a) the activation of Third-Party Services with respect to the Hosted Services account of the Customer may result in the transfer of Customer Data and/or Customer Personal Data from the Hosted Services to the relevant Third Party Services and vice versa.

(b) the Provider has no control over, or responsibility for, any disclosure, modification, deletion or other use of Customer Data and/or Customer Personal Data by any provider of Third-Party Services.

(c) the Customer must ensure that it has in place the necessary contractual safeguards to ensure that the transfer of Customer Personal Data to, and use of Customer Personal Data by, a provider of Third-Party Services is lawful and secure.

(d) the Customer shall ensure that the transfer of Customer Data to a provider of Third-Party Services does not infringe any person’s Intellectual Property Rights or other legal rights and will not put the Provider in breach of any applicable laws.

9.4 Subject to Clause 18.1:

(a) the Provider gives no guarantees, warranties or representations in respect of any Third-Party Services; and

(b) the Provider shall not be liable to the Customer in respect of any loss or damage that may be caused by Third Party Services or any provider of Third-Party Services.

10. No assignment of Intellectual Property Rights

Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.

11. Charges

11.1 The Customer shall pay the Charges to the Provider in accordance with this Agreement.

11.2 All amounts stated in or in relation to this Agreement 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.

11.3 The Provider may elect to vary any element of the Charges by giving to the Customer not less than 90 days’ written notice of the variation providing that no such variation shall constitute a percentage increase in that exceeds the percentage increase, since the date of the most recent variation of the Retail Prices Index (all items) published by the UK Office for National Statistics.

12. Payments

12.1 The Provider shall issue invoices for the Charges to the Customer from time to time during the Term.

12.2 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 12.

12.3 If the Customer does not pay any amount properly due to the Provider under this Agreement, the Provider may:

(a) charge the Customer interest on the overdue amount at the rate of 2% per annum above the Bank of England base rate from time to time; or

(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

13. Provider’s confidentiality obligations

13.1 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.

(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.

13.2 Notwithstanding Clause 13.1, 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 this Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.

13.3 This Clause 13 imposes no obligations upon the Provider with respect to Customer Confidential Information that:

(a) is known to the Provider before disclosure under this Agreement and is not subject to any other obligation of confidentiality.

(b) is or becomes publicly known through no act or default of the Provider.

13.3 The restrictions in this Clause 13 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request.

13.4 The provisions of this Clause 13 shall continue in force for a period of 5 years following the termination of this Agreement, at the end of which period they will cease to have effect.

14. Data protection

14.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.

14.2 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 this Agreement.

14.3 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.

14.4 Notwithstanding any other provision of this Agreement, the Provider may process the Customer Personal Data if and to the extent that the Provider is required to do so by applicable law.

14.5 The Provider and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data.

14.6The Provider shall, insofar as possible and considering the nature of the processing, take appropriate technical and organisational 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.

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

14.8The Provider shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 14.8.

14.9 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 this Agreement, then the parties shall use their best endeavours promptly to agree such variations to this Agreement as may be necessary to remedy such non-compliance.

15. Warranties

15.1 The Provider warrants to the Customer that:

(a) the Provider has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.

(b) the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.

15.2 The Provider warrants to the Customer that:

(a) the Platform and Hosted Services will conform in all material respects with the Hosted Services Specification.

(b) the Platform will incorporate security features reflecting the requirements of good industry practice.

15.3 The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not breach any laws, statutes or regulations applicable under English law.

15.4 The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person.

15.5 If the Provider reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with this Agreement infringes any person’s Intellectual Property Rights, the Provider may at its own cost and expense:

(a) modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or

(b) procure for the Customer the right to use the Hosted Services in accordance with this Agreement.

15.6 The Customer warrants to the Provider that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.

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

16. Acknowledgements and warranty limitations

16.1 The Customer acknowledges that complex software is never wholly free from defects, errors, and bugs; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.

16.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.

17. Indemnities

17.1 The Provider shall indemnify and shall keep indemnified the Customer against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Customer and arising directly or indirectly as a result of any breach by the Provider of this Agreement (a “Provider Indemnity Event“).

17.2 The Customer must:

(a) upon becoming aware of an actual or potential Provider Indemnity Event, notify the Provider.

(b) provide to the Provider all such assistance as may be reasonably requested by the Provider in relation to the Provider Indemnity Event.

(c) allow the Provider the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Provider Indemnity Event; and

(d) not admit liability to any third party in connection with the Provider Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Provider Indemnity Event without the prior written consent of the Provider.

17.3 The Customer shall indemnify and shall keep indemnified the Provider against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Provider and arising directly or indirectly as a result of any breach by the Customer of this Agreement (a “Customer Indemnity Event“).

17.4 The Provider must:

(a) upon becoming aware of an actual or potential Customer Indemnity Event, notify the Customer.

(b) provide to the Customer all such assistance as may be reasonably requested by the Customer in relation to the Customer Indemnity Event.

(c) allow the Customer the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Customer Indemnity Event; and

(d) not admit liability to any third party in connection with the Customer Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Customer Indemnity Event without the prior written consent of the Customer, without prejudice to the Customer’s obligations under Clause 17.3

17.5 The indemnity protection set out in this Clause 17 shall be subject to the limitations and exclusions of liability set out in this Agreement.

18. Limitations and exclusions of liability

18.1 Nothing in this Agreement will:

(a) limit or exclude any liability for death or personal injury resulting from negligence.

(b) limit or exclude any liability for fraud or fraudulent misrepresentation.

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

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

18.2 The limitations and exclusions of liability set out in this Clause 18 and elsewhere in this Agreement:

(a) are subject to Clause 18.1; and

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

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

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

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

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

18.7The liability of each party to the other party under this Agreement in respect of any event or series of related events shall not exceed the total amount paid and payable by the Customer to the Provider under this Agreement in the 90 day period preceding the commencement of the event or events.

18.8The aggregate liability of each party to the other party under this Agreement shall not exceed the total amount paid and payable by the Customer to the Provider during the most recent 12 months of this Agreement.

19. Force Majeure Event

19.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement that obligation will be suspended for the duration of the Force Majeure Event.

19.2 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 this Agreement, must promptly notify the other and inform the other of the period for which it is estimated that such failure or delay will continue.

20. Termination

20.1 Either party may terminate this Agreement by giving to the other party not less than 90 days’ written notice of termination.

20.2 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:

(a) the other party commits any material breach of this Agreement, and the breach is not remediable.

(b) the other party persistently breaches this Agreement.

20.3Subject to applicable law, either party may terminate this Agreement 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 this Agreement).

20.4 The Provider may terminate this Agreement immediately by giving written notice to the Customer if:

(a) any amount due to be paid by the Customer to the Provider under this Agreement is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

(b) the Provider has given to the Customer at least 30 days’ written notice, following the failure to pay, of its intention to terminate this Agreement in accordance with this Clause 20.4.

21. Effects of termination

21.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 4.10, 9.5,12.2, 12.3, 13, 14, 17, 18, 19, 24, 24, 26, 27, 28.1, 28.2, 29, 30 and 31.

21.2 Except to the extent expressly provided otherwise in this Agreement, the termination of this Agreement shall not affect the accrued rights of either party.

22. Notices

22.1 Any notice from one party to the other party under this Agreement must be given by one of the following methods (using the relevant contact details set out in Clause 22.2):

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

(b) sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting.

22.2 The Provider’s contact details for notices under this Clause 22 are as follows: Funeral Manager Limited, 66-72 Devon Street, Birmingham B7 4SL

22.3 The Customer’s contact details for notices under this clause 22 are deemed to be their head office as listed on their company website, unless otherwise specified to the Provider.

23. Subcontracting

The Provider must not subcontract any of its obligations under this Agreement without the prior written consent of the Customer providing that the Customer must not unreasonably withhold or delay the giving of such consent.

24. Assignment

24.1 The Customer hereby agrees that the Provider may assign, transfer or otherwise deal with the Provider’s contractual rights and obligations under this Agreement.

24.2 The Provider hereby agrees that the Customer may assign, transfer or otherwise deal with the Customer’s contractual rights and obligations under this Agreement.

25. No waivers

25.1 No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach.

25.2 No waiver of any breach of any provision of this Agreement shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of this Agreement.

26. Severability

26.1 If a provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

26.2 If any unlawful and/or unenforceable provision of this Agreement 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.

27. Third party rights

27.1 This Agreement is for the benefit of the parties and is not intended to benefit or be enforceable by any third party.

27.2 The exercise of the parties’ rights under this Agreement is not subject to the consent of any third party.

28. Variation

28.1 This Agreement may not be varied except in accordance with this Clause 28.

28.2 The Provider may vary this Agreement by giving to the Customer at least 90 days’ written notice of the proposed variation, providing that if the Provider gives to the Customer a notice under this Clause 28.2, the Customer shall have the right to terminate this Agreement by giving written notice of termination to the Provider at any time during the period of 14 days following receipt of the Provider’s notice.

29. Entire agreement

29.1 The main body of this Agreement and the Schedules shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement.

29.2 Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into this Agreement.

29.3 The provisions of this Clause 29 are subject to Clause 18.1.

30. Law and jurisdiction

30.1 This Agreement shall be governed by and construed in accordance with English law.

30.2 Any disputes relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of England.

31. Interpretation

31.1 In this Agreement, 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.

31.2 The Clause headings do not affect the interpretation of this Agreement.

31.3 In this Agreement, 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.