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7. TRANSFER OF RIGHTS AND OBLIGATIONS
7.1 This Agreement is binding on you and us, and on our respective successors and assigns.
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7.2 You may transfer, assign, charge or otherwise dispose of this Agreement, or any of your rights or obligations arising under it, without our prior written
consent provided that the beneficiary of any such any transfer, assignment, charge or disposal must have agreed to abide by the terms of this Agreement prior to
or at the time of any such transfer, assignment, charge or disposal. The transfer, assignment, charge or disposal must include all copies of all versions (including
but not limited to the most recent version) of the Software as well as all copies of the Documentation and all accompanying instances of the Licensor's Products.
7.3 We may transfer, assign, charge, sub-contract or otherwise dispose of this Agreement, or any of our rights or obligations arising under it, at any time during
the term of the Agreement.
8. NOTICES
All notices given by you to us must be given to No Climb Products Limited at Edison House, 163 Dixons Hill Road, Welham Green, Hertfordshire, AL9 7JE. We
may give notice to you at either the e-mail or postal address you provided to us OR our representative when purchasing the Software. Notice will be deemed
received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In
proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post
and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
9. EVENTS OUTSIDE OUR CONTROL
9.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by
events outside our reasonable control (Force Majeure Event).
9.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without
limitation) the following:
(a) strikes, lock-outs or other industrial action;
(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
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(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
(d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
(e) impossibility of the use of public or private telecommunications networks;
(f) the acts, decrees, legislation, regulations or restrictions of any government. 9.3 Our performance under this Agreement is deemed to be suspended for the
period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our
reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under this Agreement may be performed
despite the Force Majeure Event.
10. WAIVER
10.1 If we fail, at any time during the term of this Agreement, to insist upon strict performance of any of your obligations under this Agreement, or if we fail to
exercise any of the rights or remedies to which we are entitled under this Agreement, this shall not constitute a waiver of such rights or remedies and shall not
relieve you from compliance with such obligations.
10.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
10.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
11. SEVERABILITY
If any of the terms of this Agreement are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or
provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by
law.
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12. ENTIRE AGREEMENT
12.1 This Agreement and any document expressly referred to in it represents the entire agreement between us in relation to the licensing of the Software and
Documentation and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.
12.2 We each acknowledge that, in entering into this Agreement, neither of us has relied on any representation, undertaking or promise given by the other or
be implied from anything said or written in negotiations between us prior to entering into this Agreement except as expressly stated in this Agreement.
12.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into
this Agreement (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these
terms and conditions.
13. LAW AND JURISDICTION
This Agreement is governed by English law. Any dispute arising from, or related to, any term of this Agreement shall be subject to the exclusive jurisdiction of
the courts of England and Wales.
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