Multiverse & Infiniverse T&Cs

Interpretation

1. In this Agreement, unless the contrary intention appears:
   
   “Agreement” means these terms and conditions together with the Order, schedules, annexes and all other terms, policies, guides or other documents referred to herein; 
   
   "Authorised Users" means those employees, agents, contractors or other authorised third parties of the Customer who use the Services on behalf of the Customer;
   
   “Customer” means the company or other legal person or entity identified in the Order; 
   
   “Customer Location” means the metaverse, location, site, environment or other space created, adapted or hosted as an output of or via the use of the Services;
   
   “Customer Materials” means all content, materials, assets, video, text, pictures, images, sound, music, recordings, graphics, data, software, code, tools, information, or other items uploaded and/or used in conjunction with the Platform, as inputted or provided by the Customer, its Authorised Users, or otherwise on its behalf; 
   
   “Customer System” means the Customer’s own systems, databases or other tools or functionality that it may wish to use to enable it to interact with the Platform,  including to input or manage Customer Materials;
   
   “Fees” means the fees for the Services as specified in the Order according to the package selected or as otherwise agreed; 
   
   “Force Majeure Event” means any event or sequence of events beyond a party’s reasonable control and which prevents it from, or delays it in, performing its obligations under this Agreement, including (a) an act of God, flood, storm, drought, earthquake, or other natural disaster; (b) adverse weather conditions; (c) any cause or event arising out of or attributable to war, civil commotion or terrorist activity (or threat thereof); (d) any law, or any governmental order, rule or regulation; (e) fire or explosion; (f) labour dispute including strikes, industrial action, lockouts or boycott; (g) a shortage of raw materials; (h) power outages, blockages, or internet or telecoms failure; and (i) any epidemic or pandemic and compliance with any applicable governmental guidelines designed to prevent the spread of the relevant disease;
   
   “Initial Term” means the initial term of the relevant subscription as set out in the Order;
   
   "Intellectual Property Rights" means all intellectual property rights, howsoever arising and in whatever media, whether or not registered or capable of registration, including copyright, database rights, confidential information, patents, trademarks, service marks, trade names, design rights, moral rights, business names, domain names and other similar rights and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world;
   
   “Laws” means any applicable legislation, regulation, by law, ordinance, subordinate legislation, code of practice, published guidance and other requirement of any relevant government or governmental agency; 
   
   “Order” means the specific order for Services agreed between the parties as part of the registration, subscription or other order process; 
   
   “Platform” means the FTL software and/or hosting platform, via which the Services are made available, including all versions, amendments and improvements thereto and/or any other tools, methods, models, know how, code, functionality or other elements owned or developed by FTL;
   
   “Platform Data” means all usage and/or statistical or other data, information, learnings or know how related to and/or derived from the use of the Platform by customers and users, only in anonymised and aggregated form, and at all times not including Customer Materials or Customer Confidential Information.
   
   “Renewal Term” means the renewal term of the relevant subscription as set out in clause 11;
   
   "Services" means the design and build tools, hosting and/or other services provided by FTL via the Platform, as itemised in the Order, allowing the Customer to access and use the Platform in accordance with the relevant subscription package, including to create, adapt or host a Customer Location;
   
   “Start Date” means the start date of the subscription as set out in the Order;
   
   “Term” means the Initial Term and any Renewal Term as provided for in clause 11; 
   
   “Third Party Items” means third party data, services, content, assets or other third party materials, items or rights used by FTL in the provision of the Services; 
   
   “Working Day” means any day other than a Saturday, a Sunday or a day which is a public or bank holiday in England and Wales. 
   
   

2. In this Agreement, unless the context otherwise requires: words importing a gender include any other gender; words in the singular include the plural and vice versa; a reference to a person shall include a company, partnership, joint venture, association, corporation or other body corporate; a reference to any Law or standard shall include a reference to that Law or standard as amended, extended, consolidated or re-enacted from time to time; a reference to a document shall include all authorised amendments, supplements to and replacements to that document; a reference to the parties shall include their permitted successors and assigns; where a word or a phrase is given a particular meaning, other grammatical forms of that word or phrase shall have corresponding meanings; and the words ‘include’, ‘including’, ‘for example’ or similar words shall be construed as illustrative and without limitation to the generality of the related words.
   
   

3. The headings are inserted for convenience only and shall not affect the construction of this Agreement.
   
   

4. Unless otherwise stated a reference to a clause or a schedule or a party is a reference to a clause in or a schedule to or a party to this Agreement.
   
   

5. This Agreement was drafted with the joint participation of the parties and no provisions of this Agreement will be construed adversely to a party solely on the ground that such party was responsible for the preparation of this Agreement.
   
   

SERVICES AND ACCESS TO THE PLATFORM 

1. Subject to submission and acceptance of a relevant Order, and receipt of the Fees in accordance with the relevant payment terms, FTL will provide the Services in accordance with the relevant Order.
   
   

2. To the extent necessary to provide the Services, FTL grants to the Customer a non-exclusive , non-transferable, royalty free right to use the Platform in accordance with the permissions, restrictions and other details set out in the Order, solely for the Customer's own purposes in relation to the receipt of the Services, subject to the terms and conditions of this Agreement.
   
   

3. The rights and services provided under this Agreement are granted to the Customer only, and shall not be considered granted to any subsidiary, affiliate or holding company of the Customer.
   
   

FTL'S OBLIGATIONS AND WARRANTIES

1. FTL shall provide the Services with all reasonable skill and care and good industry practice, with respect to its activities under this Agreement.
   
   

2. FTL warrants and represents that:

   1. it has full right, power and authority to enter into this Agreement;

   2. it has all the rights, licences, permits, approvals and clearance of third party rights as are necessary to perform its obligations and grant the relevant rights under this Agreement; and

   3. the Platform and Services will, to the best of its knowledge, contain nothing that infringes the statutory, common law, or Intellectual Property Rights of any third party.
      
      

3. FTL's obligations and warranties with regard to the Services and other provisions of this Agreement shall not apply to the extent of any non-conformance which is caused: by use of the Services or Platform contrary to the terms of the Agreement and/or FTL's reasonable instructions; by combination or integration of the Services with any third party or Customer Systems or services contrary to the terms of the Agreement; by the Customer Materials or Customer System; or by other Customer breach of the Agreement.
   
   

4. In any event, FTL:

   1. does not warrant that the Customer's use of the Services will be uninterrupted or error-free; and

   2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and

   3. makes no warranties or other assurances as to the fitness for purpose of the Services or Platform nor that they will meet the Customer's  specific requirements or produce any specific business benefits, nor create any revenue or other benefits, and the Customer assumes sole responsibility for results obtained from the use of the Services and the Platform by the Customer, and acknowledges that the Services and results do not amount to advice or recommendations, and are used at the Customers own risk;

   4. is not responsible for the content or accuracy of any Third Party Items used, referred to or incorporated in the provision of the Services and the outputs
      
      

5. Save as expressly set out in this Agreement, all other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement whether by statute, common law or otherwise, are hereby excluded to the fullest extent permitted by law, including, without limitation, the implied conditions, warranties or other terms as to satisfactory quality and fitness for purpose.
   
   

CUSTOMER'S OBLIGATIONS AND WARRANTIES

1. The Customer shall: 

   1. provide FTL with all necessary co-operation in relation to this Agreement, as may reasonably be required by FTL in order to provide the Services; 

   2. carry out all other of the Customer’s responsibilities as set out in this Agreement in a timely and efficient manner (other than making payment which shall be as required under clause 6); 

   3. and hereby does accept responsibility for the selection of the Services to achieve its intended results; 

   4. comply with all applicable Laws with respect to its activities under this Agreement; 

   5. obtain and shall maintain all necessary licences, consents, and permissions, including in relation to the Customer Materials and Authorised Users, as necessary for FTL to perform its obligations under this Agreement; 

   6. have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Materials and their input and use within the Platform; and

   7. have sole responsibility for the operation, publishing, legality and compliance of the Customer Location.

   8. provide access to the Platform to no persons other than to its Authorised Users;

   9. procure that each Authorised User keeps secure the password and account details for their use of the Platform, and that such password is kept confidential;

   10. be responsible for all activities that occur under the Customer's account, and for any access to or use of the Platform including submission of Customer Materials or other data by any person or entity using the account or any password whether or not such access, submission or use has been authorised by the Customer;

   11. ensure that it takes all necessary steps to prevent any unauthorised access to, or use of, the Platform or Services and if it believes that there has been any such unauthorised access or use, or any breach of security such as the disclosure, theft or unauthorised use of any username or password, it will notify FTL immediately; 

   12. ensure that the Authorised Users are notified of the relevant terms, rules or restrictions relating to their usage and access of the Platform and/or Services, and in any event that they use the Platform and/or Services in accordance with the terms and conditions of this Agreement, and the Customer shall be responsible for any Authorised User’s breach of this Agreement.
       
       

2. The Customer shall not and shall not permit any third party to:

   1. attempt to download, copy, modify, create derivative works from, frame, mirror, republish or distribute any portion of the Platform except to the extent expressly set out in this Agreement; or

   2. attempt to copy, adapt, decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or

   3. use any knowledge or information acquired in relation to the Platform or Services in order to build a product or service which competes with the Platform and/or the Services;

   4. resell, sublicense or otherwise use the Platform or Services to provide services to third parties, unless otherwise specifically agreed in writing; 

   5. attempt to obtain, or assist third parties other than Authorised Users, in obtaining, access to the Platform or Services;

   6. upload to the Services and/or Platform or otherwise use them to design, develop, distribute and/or otherwise transmit or execute, any virus, worm, Trojan Horse, time bomb, web bug, spyware, malware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;

   7. take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services or Platform or networks connected to the Platform, or otherwise interfere with or disrupt the operation of any of the Services, or the servers or networks that host them or make them available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;
      
      

3. The Customer warrants and represents that:

   1. it, and its representative signing up to the Agreement, has full right, power and authority to enter into this Agreement;

   2. it has all the rights, licences, permits, approvals and clearance of third party rights as required by the Laws and as are necessary to perform its obligations under this Agreement; and

   3. the Customer Materials and Customer Location will contain nothing that infringes the statutory, common law, Intellectual Property Rights or other rights of any third party, and the same shall not, nor shall the Customer otherwise use the Services or Platform in a way that could be unlawful, harmful, threatening, defamatory, obscene, indecent, infringing, discriminatory, hateful, abusive, harassing or racially or ethnically offensive, facilitate illegal activity, or be in breach of any confidentiality.
      
      

DATA PROTECTION

1. In connection with its supply of the Services, FTL may be required to process personal data on behalf of the Customer. In such circumstances the parties will each comply with the terms and conditions of Schedule 1 – the Data Processing Schedule.
   
   

FEES 

1. The non-refundable Fees to be paid by the Customer to FTL for providing the Services are those stated in the Order, and will be paid in advance of the relevant subscription period or if agreed otherwise, within 30 days of invoice.

2. The Fees may be changed by agreement during the Term in the event that the Customer wishes to change the type or level of Services provided.

3. All sums payable under the Agreement will be paid by electronic transfer or relevant card payment to FTL's bank account or such bank account FTL may specify from time to time. Any charges on payments will be at the Customer's expense.

4. All sums payable under this Agreement are exclusive of VAT which will be payable in addition to the sum in question at the rate and in the manner prevailing at the relevant tax point.

5. If you authorise payment of the Fees by bank or credit card, the Fees will be paid in advance and collected using your authorised payment method. 

6. AUTO RENEWAL: Unless you cancel your subscription before the renewal date, you authorise us to charge your next subscription period Fee to your authorised payment method. You authorise us to continue billing the payment method until termination or cancellation. 

7. If a payment is not successfully taken, due to card expiry, insufficient funds, or otherwise, we may suspend your access to the Services. You remain responsible for any uncollected amounts.

8. If any sums due under this Agreement are not paid when due FTL may charge interest in respect of those sums from the date due until payment is made in full (before and after any judgment) at 4% per annum over FTL’s banks’ base rate from time to time accruing on a daily basis, and FTL may suspend the Customer's access to the Platform and/or Services.
   
   

INTELLECTUAL PROPERTY RIGHTS 

1. Subject to clause 7.2, the Customer acknowledges and agrees that FTL and/or its licensors own all Intellectual Property Rights in the Platform, Services,  Platform Data and Third Party Items. Except as stated in this Agreement FTL, does not grant the Customer any rights in respect of the Platform, Services,  Platform Data and/or Third Party Items or any related documentation. 

2. FTL acknowledges and agrees that the Customer and/or its licensors own all Intellectual Property Rights in the Customer Materials and Customer Location, save for the avoidance of doubt in any elements relating to the Platform, Platform Data and Third Party Items. To the extent necessary to effect such ownership, FTL by way of future assignment hereby assigns all such relevant Intellectual Property Rights to the Customer throughout the world in perpetuity. The Customer grants FTL the right to use the Customer Materials to fulfil the Services subject to and on the terms of this Agreement.  Except as stated in this Agreement the Customer does not grant FTL any rights in respect of the Customer Materials.  
   
   

CONFIDENTIALITY

1. Neither party shall without the consent of the other during the term of this Agreement or following its termination use the other party's "Confidential Information" (meaning all information in any form which is secret or not publicly available either in its entirety or in part including commercial, financial, marketing, or technical information, know how, trade secrets, business methods and other information in any form, and any reproductions of such information in any form or any part(s) of this information) for any other purpose than as strictly necessary to fulfil this Agreement, nor disclose the other party’s Confidential Information to any other person unless necessary for the performance of obligations under this Agreement.
   
   

2. Any party disclosing Confidential Information in accordance with the above clause shall procure that the person to whom such information is disclosed is made aware of the obligations of confidentiality under this Agreement and complies with those obligations as if it were a party to this Agreement.
   
   

3. The confidentiality restrictions do not apply to Confidential Information:

   1. which is in or comes into the public domain other than through breach of this Agreement;

   2. insofar as it comes lawfully into the possession of the recipient party from a third party;

   3. which the recipient party can prove was already known to it before its receipt from the providing party; and

   4. to the extent that it is required to be disclosed by law or the requirements of any recognised stock exchange, or authority of competent jurisdiction to whose rules the party making the disclosure is subject, whether or not having the force of law.
      
      

4. FTL acknowledges that the Customer Materials is the Confidential Information of the Customer.
   
   

5. The Customer acknowledges that details of this Agreement, Fees, Platform and the Services, are the Confidential Information of FTL.
   
   

INDEMNITIES 

1. FTL will indemnify the Customer from and against any and all losses, damages, claims, penalties, fines, costs and expenses (including reasonable external legal expenses) suffered or incurred by or awarded against the Customer arising from any third party claims or actions as a result of or in connection with any breach by FTL of clause 3.2. 
   
   

2. The Customer will indemnify FTL from and against any and all losses, damages, claims, penalties, fines, costs and expenses (including reasonable external legal expenses) suffered or incurred by or awarded against FTL arising from any third party claims or actions as a result of or in connection with:

   1. any breach by the Customer of any terms of this Agreement;

   2. any violation of any third party right, including any Intellectual Property Rights or other rights, resulting from the Customer Location or Customer Materials; and/or 

   3. any other type of claim that your Customer Location or Customer Materials caused damage to a third party.
      
      

3. Each Party will fully indemnify the other from and against any and all losses, damages, claims, penalties, fines, costs and expenses (including reasonable external legal expenses) suffered or incurred by or awarded against the other as a result of or in connection with:

   1. any breach by the other of clause 8 (Confidentiality); and

   2. any breach by the other of clause 5 / Schedule 1 (Data Protection). 
      
      

4. In all cases the indemnified party agrees to:

   1. promptly notify the indemnifying party of any allegation of infringement or other claim that may give rise to reliance on an indemnity, which comes to its attention, and give the indemnifying party all reasonable assistance subject to reimbursement by the indemnifying party of the indemnified party’s costs so incurred;

   2. not to make any admission, settle, compromise or negotiate the settlement of any such claim without the prior consent of the indemnifying party (such consent not to be unreasonably withheld) provided that the indemnifying party considers and defends any claim diligently, using competent counsel and in such a way as not to bring the reputation of the indemnified party into disrepute; and

   3. allow the indemnifying party to conduct and settle all negotiations and proceedings, save that the indemnifying party may not conclude settlement of any negotiations and proceedings which may have a material effect (whether financial, practical or in terms of reputation) on the indemnified party without the indemnified party’s prior written consent which will not be unreasonably withheld.
      
      

LIMITATION OF LIABILITY

1. Nothing in this Agreement shall in any way exclude or limit either party’s liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation or for any other liability which may not be excluded by law.
   
   

2. Subject to clause 10.1, neither party will be liable, whether in contract, tort (including negligence) breach of statutory duty, or otherwise, for any of the following losses or damage (whether or not such losses or damage were direct, foreseen, foreseeable, known or otherwise) howsoever arising in respect of any: special, indirect, incidental or consequential loss or damage; loss of actual or anticipated profits; loss of business or contracts; loss of revenue or of the use of money; loss of anticipated savings; and/or loss of goodwill, arising out of or in connection with this Agreement.
   
   

3. Subject to clauses 10.1 and 10.4, and any breach of clause 8 (Confidentiality) each party’s total aggregate liability arising out of, or in connection with this Agreement whether in contract, tort (including negligence) breach of statutory duty, or otherwise shall in no event exceed the annual Fees paid by the Customer in the previous 12 months.
   
   

4. In any event, nothing will limit:

   1. Customer’s obligation to pay any fees under this Agreement or any order; 

   2. Customer’s liability for its violation of the use restrictions provided in this Agreement; 

   3. Customer’s indemnity in clause 9.2; 

   4. Customer’s infringement or misappropriation of FTL’s Intellectual Property Rights.
      
      

5. If at any time an allegation of infringement is made in respect of the Platform or Services, FTL may at its own expense:

   1. modify the Platform or Services; 

   2. replace the Platform or Services with non-infringing software or Services; and/or

   3. require the Customer to alter the way in which it uses the Platform or Services,
      so as to avoid the infringement or alleged infringement, in all cases without diminishing or curtailing any of the material functions or facilities or the performance of the Platform or Services.  If it is unable to do the above, FTL may terminate this Agreement and refund pro rata to the Customer such part of any sums paid by the Customer which relate to the unexpired portion of the Agreement.
      
      

TERM AND TERMINATION

1. This Agreement shall, commence on the Start Date and shall continue for the Initial Term and any Renewal Terms, or until terminated as provided herein. 
   
   

2. The Initial Term will be automatically renewed for successive periods equivalent to the Initial Term (each a "Renewal Term"), unless either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Term or any Renewal Term, in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or any Renewal Term.
   
   

3. Either party (the "Terminating Party") may terminate this Agreement, and/or in relation to an Order, immediately by giving written notice to the other (the "Defaulting Party") if:

   1. the Defaulting Party is in material breach of any provision of this Agreement in relation to that Order which is not remediable or, if remediable, is not remedied with a period of 10 Working Days after the Terminating Party has given notice to the Defaulting Party requiring such breach to be remedied;

   2. the Defaulting Party's financial position is such that either the Defaulting Party, its directors, shareholders or creditors take or are entitled to take steps to institute formal insolvency proceedings with respect to the Defaulting Party of a type provided for by the Insolvency Act 1986 (or any similar or analogous legislation, whether under English law or otherwise), including without limitation administration, liquidation, administrative receivership, receivership, voluntary arrangement, scheme of arrangement or bankruptcy, or if the Defaulting Party is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.
      
      

4. FTL may suspend the provision of Services or access to a Customer Location on 24 hours’ notice if in FTL’s reasonable opinion the Customer Material or Customer Location breaches clause 4.3(3).
   
   

5. FTL may suspend or terminate this Agreement, and/or in relation to an Order, by giving not less than 7 days' written notice to the Customer if the Customer fails to make any overdue payment to FTL within 30 days of the Customer receiving a written notice from FTL demanding such overdue payments.
   
   

6. If FTL terminates this Agreement under clause 11.3 or 11.5 all fees that would have been payable up to the date of the next anniversary of the Agreement will immediately become due and be payable within 7 days.
   
   

7. On termination of this Agreement for any reason:

   1. all permissions and licences granted under the Agreement shall immediately terminate;

   2. the Customer shall return and make no further use of the Platform,  documentation and other items (and all copies of them) belonging to FTL;

   3. FTL may destroy or otherwise dispose of any of the Customer Materials in its possession unless FTL receives, no later than ten Working Days after the effective date of the termination, a written request for the delivery to the Customer of the then most recent back-up of the Customer Materials. FTL shall use reasonable commercial endeavours to deliver the back-up to the Customer within 90 days of its receipt of such a written request, provided that the Customer has, at that time, paid all Fees and charges outstanding at and/or resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by FTL in returning or disposing of Customer Materials; and

   4. 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.

   5. The provisions contained in clauses 1 (definitions), 7 (IP), 8 (Confidentiality), 9 (Indemnities), 10 (Liability), 11 (Termination), 12 – 23 (various) shall survive and continue to apply will continue to apply notwithstanding the expiration or termination of this Agreement.
      
      

FORCE MAJEURE

1. Neither party shall be deemed to be in breach of this Agreement or otherwise liable to the other party for any delay in performance or any failure to perform any obligations under this Agreement (and the time for performance shall be extended accordingly) if and to the extent that the delay or failure is due to a Force Majeure Event provided the party whose performance is affected has taken all steps (if any) which it could reasonably be expected to have taken to avoid the effects of and mitigate the effects of the Force Majeure Event.
   
   

2. A party suffering a Force Majeure Event and seeking to rely on clause 14.1 shall promptly notify the other in writing of the nature and extent of the circumstances giving rise to a Force Majeure Event. Notwithstanding the foregoing, each party shall use all reasonable endeavours to continue to perform its obligations for the duration of any Force Majeure Event.
   
   

3. If the relevant Force Majeure Event prevails for a continuous or aggregate period in excess of ninety (90) days, either party may elect to immediately terminate this Agreement upon written notice and neither party will have any liability to the other except that the Customer will remain liable for any unpaid fees.
   
   

WAIVER
The failure or delay by either party in any one or more instances to insist upon strict performance or observance of any one or more of the terms of this Agreement or to exercise any remedy, privilege or right provided by law or under this Agreement shall not be construed as a waiver of any breach or right to enforcement of such terms or to exercise such remedy, privilege or right.

SEVERANCE
If any part of this Agreement is found by any court or competent authority to be illegal, void or unenforceable then that part shall be deemed not to be a part of this Agreement and the enforceability of the remainder of this Agreement shall not be affected.

ASSIGNMENT AND SUBCONTRACTING
Neither party shall, without the prior written consent of other assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. 

VARIATION
This Agreement may not be varied except by an instrument in writing signed by the authorised representatives of all the parties to this Agreement.

RELATIONSHIP BETWEEN THE PARTIES
Nothing in this Agreement shall be deemed to constitute a partnership or joint venture or contract of employment between the parties nor constitute either party the agent of the other.

RIGHTS OF THIRD PARTIES
This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999. 

PUBLICITY

1. Neither party shall make or issue any announcement or public circular relating to the subject matter of this Agreement without the prior written approval of the other.
   
   

2. FTL may use the name of the Customer as a factual reference to the fact that the Customer is or was a customer, on its website and in pitch materials, without the prior written consent of the Customer, although any use of the Customer's logo shall be subject to any brand guidelines issued by the Customer.
   
   

NOTICES

1. Each notice or other communication to be given under this Agreement shall be given in writing in English and, unless otherwise provided, shall be made by hand, letter or email and will be addressed to the other party's contact as stated in the Order or other contact as agreed from time to time.
   
   

2. Notice delivered by hand will be deemed to have been received when delivered. Posted notice will be deemed received at the time at which it would have been delivered in the normal course of the post. Any notice given in accordance with the above but received on a day which is not a business day or after normal business hours in the place of receipt shall be deemed to have been received on the next business day.
   
   

ENTIRE AGREEMENT

1. This Agreement, and any documents explicitly referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover, including any purchase order terms of the Customer.
   
   

2. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
   
   

NON-SOLICITATION
The Customer shall not, without the prior written consent of FTL, at any time from the date of this Agreement to the expiry of 12 months after the termination of this Agreement, solicit or entice away from FTL or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of FTL in the provision of the Services.

GOVERNING LAW AND JURISDICTION
This Agreement and any disputes relating to it will be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts for such purposes.