Symposia: Event App

Revisions

18/10/2017 - Last revised version of these Terms and Conditions

Terms and Conditions applying to all users of the Symposia App

1. The terms and conditions of use ("Conditions")
2. Purpose of the Symposia App
3. Third Party Links
4. Amendments to the Terms

Terms applying if you register for the Symposia App

Part 1

Terms and Conditions applying to all users of the Symposia App

1. The terms and conditions of use ("Conditions").

The terms and conditions of use of the Symposia At Shrivenham Event Application (the 'Symposia App') must be read before using the Symposia App. The terms and conditions in Part 2 apply alongside Part 1 when a Licence to use the Symposia App has been granted.

In these Terms, 'we', 'us' and 'Symposia At Shrivenham Event Application (hereinafter Symposia at Shrivenham)' means:

Cranfield University,
UK Defence Academy,
Shrivenham,
Wiltshire,
SN6 8LA

Technology Enabled Business Solutions (TEBS),
UK Defence Academy,
Shrivenham,
Wiltshire,
SN6 8LA

The URL and the Symposia App including its content (“Background Intellectual Property”) are owned by Cranfield University. This Symposia App is licensed to you for use on the specific basis that you agree to be bound by these general terms and the legal Terms and Conditions contained in Part 2 below You acknowledge that you are responsible for taking appropriate precautions against viruses, hacking and other types of computer misuse.

Whilst we try to ensure that the Symposia App does not contain any error, defect, malfunction or corruption, Cranfield University cannot accept any responsibility or liability for any direct, indirect, incidental or consequential loss or damage incurred or loss or corruption of data on your computer system, network or server that results from the download or use of the Symposia App or any materials made available via the Symposia App except liability which cannot be excluded or limited by Law.

We reserve the right to suspend access to the Symposia App for scheduled maintenance, although these will be kept to a minimum. Access may also be interrupted due to failures of telecommunications links and equipment, which are beyond the control of the Symposia App Provider. You accept that you will not have a claim for breach of contract or otherwise in respect of such period of unavailability. You also acknowledge that we cannot be held responsible for any delay or disruptions that are inherent in the operation of the Internet and the World Wide Web, including viruses.

2. Purpose of the Symposia App.

Symposia at Shrivenham provides a forum to Government agencies, military and civilian, industry and research establishments for the exploration and exchange of experience and knowledge, leading to constructive questioning and a synthesis of ideas in a relaxed but professional environment. The Symposia App has been developed in support of these activities. https://tebs.cranfield.ac.uk?action=sympatshriv is run by the Cranfield University Technology Enabled Business Solutions (TEBS) function on behalf of Symposia at Shrivenham, at the School of Defence and Security, based at the Defence Academy Shrivenham.. This Symposia App does not purport to ensure that any advice for business or individuals is compliant with any legislation in any legal jurisdiction anywhere in the world.

3. Third Party Links.

The Symposia App may include links to third-party websites. This may include links to sites owned by associated companies of the Symposia App Provider. Any link is provided solely for your convenience and is accessed at your own risk. We are not responsible in any way for the content of any third party website or for goods or services provided by the operators of such websites, and, unless otherwise stated are not responsible for and do not endorse or recommend any third party website or its availability or contents or any agreement or understanding you enter into with a third party through a third party website. If you choose to use any of the links provided, you should read the terms and conditions and privacy statement of the third party website. The Symposia App Provider does not accept any liability for any loss, damage, expense, costs or liability whatsoever incurred by you in respect of these third party websites.

4. Amendments to the Terms

We reserve the right to amend these general conditions and the terms and conditions specified in Part 2 below. When we make a change we will update this page of the Symposia App. If we do so, the updated version will be effective as soon as it is uploaded on to the Symposia App. We recommend that you visit this page each time you visit the Symposia App to ensure that you are Aware of and are complying with any changes that we have made to these Terms. If you continue to use the Symposia App you will be deemed to have accepted those changes for all continued usage.

Part 2

Terms applying if you register for the Symposia App

These Terms and Conditions ('Terms') apply to the provision of services advertised on https://tebs.cranfield.ac.uk?action=sympatshriv (the 'Symposia App')

For the purposes of these Terms:

• 'Company Administrator' means the Person(s) appointed by the "Licence Holder" to deal with the running and administration of the licence granted by the Symposia App Provider.
• Licence is the licence to have access to a particular Services on the Symposia App as paid for by the Licence Holder and agreed by the Symposia App Provider.
• 'Licence Holder' means the Company or Individual who has been granted a Licence to use the Symposia App Provider in accordance with these Terms.
• 'Register' means the assignment of an account by the Company Administrator to a specific individual by registering their email address and password. ‘Registering’ for access and the term "registration" and “Registered User” shall be construed accordingly.
• 'Services' means the provision of the Symposia App and the provision of other support;
• Symposia App Administrator (hereinafter Symposia App Administrator)’ means the information technology team and administration team based at Cranfield University who have responsibility for running and maintaining the Symposia App and administering Symposia At Shrivenham.
• 'You' means those receiving the Services including both the Registered User and the Licence Holder;
• 'We' and 'Us' means the Symposia at Shrivenham team who will provide the Services to you.

1. Provision of the Services

The Licence Holder and any Registered User agrees to adhere to these Terms and Conditions. The Licence Holder will be assigned an account by the Symposia App Administrator corresponding to the role which is agreed.

An individual Account will be activated when you register, or the Symposia at Shrivenham team creates it for an individual user, and this will allow access to the Symposia App. The Individual User will be notified of the account details by email. Once an Account has been assigned to an individual user that Account will provide access to the Symposia App. Accounts will automatically disable if unused after a period of 3 Months starting from the date the Account was created by the CoEEM Administrator, after a further 3 months of inactivity the account will be deleted. The Company Administrator is responsible for administering the Accounts to Registered Users. The Company Administrator is responsible for assigning an email address and password to an individual user.

We will provide the Registered User with a “welcome email” sent to the registered email address and access to the Symposia App following Registration of that individual by the Symposia at Shrivenham team. Each Registered User will need to log on using the chosen email address and password to access the Symposia App. The Registered User will be prompted to change their password on the initial log-in to maintain security and every 3 months thereafter.

Registered Users can log onto the Symposia App from any computer using the email address and password. You should be aware that not all devices have the software that will enable you to access the Symposia App. You will need an Internet browser and an Internet connection. We reserve the right to change software requirements; you will be notified if any such changes are made.

If you do not have the correct software or are experiencing other technical difficulties you should contact the tebs@cranfield.ac.uk. If Registered Users require technical advice they should always contact Symposia at Shrivenham in the first instance.

The Symposia at Shrivenham team will provide technical support to the Licence Holder. Requests for technical support must be made within the Symposia at Shrivenham opening hours (UK normal business hours) and will be dealt with as soon as possible. Requests made outside of normal UK business hours will be dealt with as soon as possible on the next working day. The Symposia at Shrivenham team will use reasonable skill and care in providing any technical support and will use reasonable endeavours’ to ensure that this service is available to you. However, the Symposia at Shrivenham team and the Symposia App Provider cannot guarantee the availability of technical support.

You acknowledge and accept that periods of downtime may be required in respect of the Symposia App in the circumstances outlined in these Terms at paragraph 1 and that technical support may not be available during such periods of downtime. You accept that you will not have a claim for breach of contract or otherwise in respect of such period of unavailability.

Subject to the Terms, we exclude all other warranties, express or implied, as to the performance and availability of the technical support service, except as expressly stated in these Terms and Conditions. We do not guarantee that the technical advice provided by us will resolve your technical problems. If you decide to take advantage of such technical advice, you should ensure that such advice is strictly followed.

2. Log-in/Registration

Once an individual user has been assigned an Account they can log-in to the Symposia App. When logging in for the first time the individual user will be asked to input the email and prompted to change their password. They will also be asked to read and accept the Terms and Conditions of use, Privacy Statement and Acceptable use Policy; failure to agree will prohibit access the Symposia App. Once an Individual User has completed this phase they are then deemed to be a Registered User. They will also be given an opportunity to configure marketing preferences and advised on where they can amend these in the future should they choose to.

A Registered User is responsible for all activities that occur under their user name and password. A Registered User must keep their user name and password confidential. A Registered User must notify their Symposia at Shrivenham if anyone other than the Registered User logs-in using their email address and password or if the Registered User believes that their user name or password is no longer confidential. We reserve the right to require you to alter your username and password if we believe that they are no longer secure.

The information that you provide to us when you register for the Symposia App or at any other time is subject to paragraph 12.

3. Quality of the services

We will use reasonable skill and care in the performance of the services. We will provide the services in accordance with the Symposia App aims which are set out on the Symposia at Shrivenham webpage.

We cannot promise that access to the Symposia App will be uninterrupted or error free. We reserve the right to suspend access to the Symposia App for scheduled maintenance, although these will be kept to a minimum. However there may also be occasions when access to the Symposia App is interrupted for emergency maintenance or repairs or to carry out upgrades to improve the performance or functionality of the Symposia App. Access may also be interrupted due to failures of telecommunications links and equipment, which are beyond the control of Symposia at Shrivenham.

We do not make any commitment to you that the content of the services will meet any specific requirements that you have (except to the extent that your requirements match the Symposia App aims which are on the Symposia at Shrivenham website) and we expect you to take reasonable care to verify that the site will meet your needs. Further, we do not make any commitment to you that you will obtain any particular result from your receipt of the services.

We do not make any commitment that the Symposia App will be compatible or operate with the software or hardware on your computer. It is your responsibility to ensure that you have access to an Internet browser, an Internet connection and the Adobe Flash Player (version 6 or above).

In the event that we recommend that you either enable cookies or download certain publicly accessible software to ensure that your computer is capable of accessing the Symposia App, you do so at your own risk.

Additional charges may be payable to third parties for use of the software necessary to view and download the Symposia App. You are responsible for paying these charges.

All representations, warranties and/or terms and/or commitments not expressly set out in these Terms (whether implied by law, conduct, statute or otherwise) are hereby excluded to the maximum extent permissible at law.

4. Services to You

We reserve the right to stop providing the Services to you immediately in the event that:

• you fail to comply with these Terms; or
• you fail to conduct yourself in an appropriate manner when communicating with or receiving support from us. By this we mean that you act in such a way as to threaten, intimidate or otherwise harass our staff, or that your conduct is violent or threatens the physical safety of our staff.
• If we exercise this right we will notify you via email. We will then immediately suspend your access to the Symposia App.

5. Complaints

In the event that a Registered User has a Complaint we ask that you refer in the first instance to the Symposia at Shrivenham. If the Licence Holder has a complaint please direct your queries to the Symposia at Shrivenham.

6. Our Liability to You

The exclusions and limitations of liability contained in these Terms do not apply to:

• any loss or damage resulting from death or personal injury caused by our negligence;
• loss or damages arising from our fraudulent misrepresentation; or
• any other losses which may not be excluded or limited by law.

We shall not be responsible to you in the event that we cannot provide the Services to you due to an event beyond our reasonable control, which includes (but is not limited to) events such as, fire, flood, storm, strikes or other industrial action, failure of telecommunications services, war, riot, or the actions of any government or public body. In the event that we are prevented from providing the services by such an event, we will take all reasonable steps to try to reinstate the provision of the services to you as soon as is reasonably practicable.

In no event shall we be responsible to you for any loss of profit, loss of earnings, loss of anticipated savings, loss of revenue or loss of goodwill that you may suffer. Further, in no event shall we be liable to you for any indirect or consequential loss that you may suffer.

Except for death and personal injury or in any instance where we are unable to limit our liability by law, any liability we incur for any reason by way of this contract shall be limited to £500,000 in the aggregate.

We are not responsible to you for any data that you lose as a result of accessing the Symposia App. It is your responsibility to ensure that you regularly save and back up (i) all data which you hold on the device from which you are accessing the Symposia App, and (ii) all data that you are inputting when accessing the Symposia App.

7. Removal of content and response to complaints

Content held, distributed, discussed or uploaded into the Symposia App must not exceed the UK Government OFFICIAL classification. Legacy RESTRICTED, or OFFICIAL – SENSITIVE materials and above cannot be stored within the Symposia App. Members are able to make reference to these materials, including links to their location, but they cannot be stored, distributed or discussed within the Symposia App. Symposia at Shrivenham reserves the right to remove any content which breaches these Terms or disable access to it and to respond to any complaints made by a third party in respect of that content. Symposia at Shrivenham will not be liable to you if it removes any content because it believes that such content breaches the provisions of these Terms.

Symposia at Shrivenham may preserve any content that you send or receive if required to do so by law or if reasonably required to ensure compliance with the Terms or to respond to third party complaints about such content.

8. Privacy

When you provide us with any personal data, you consent to the processing of all such personal data.

When you Register with us, you may be asked to provide the following information for each individual user:

• your full name including title;
• your gender
• your date of birth;
• your address (and correspondence address if different);
• email address
• primary telephone number;
• your employment status;

The Licence Holder and Company Administrator and Symposia at Shrivenham will have access to all the data you provide to us.

We may use your personal information:

• to answer your queries or complaints;
• to deliver our services,
• to support your experience;
• to provide site materials;
• to carry out administration;
• for general statistics and research;
• for obtaining any relevant professional advice;
• · as may be required by law or in connection with legal proceedings (including where we intend to take legal proceedings), or as may be necessary to establish, exercise or defend our legal right Giving information for other people.

We may also give your information to third parties who may take over part or all of the Symposia App in the future. We may use your information to send you regular updates about:

• our services and materials;
• additions to the Symposia App;
• customer feedback surveys

If you give us information about another person, the other person must have agreed to let:

• us process all their personal data; and
• You receive any data protection notices for them.

When you send information for someone else, you are confirming that you have told them:

• which data they must give;
• which information is voluntary; and
• how they can access and, if necessary, correct the data we hold about them.

You have the right to ask for a copy of all the information we hold about you and to correct any inaccuracies. To obtain a copy of this information, please contact your Company Administrator who in turn will contact the Symposia At Shrivenham Provider. For further information about the Symposia at Shrivenham duties and role under the Data Protection Act please see http://www.cranfield.ac.uk/legal/foi/page2524.jsp  

Your account is password protected and all information including your password is on a secure server, which only a limited number of employees can access. If you think someone else knows your password, or is using it, tell us immediately. Even though we take appropriate technical steps to protect your security, you should remember that data transmission over the internet cannot always be guaranteed as 100% secure so you use the Symposia App at your own risk.

The Symposia App contains non persistent Cookies. The Cookies are saved only while your web browser is running. They can be used by a web server only until you close your browser. They are not saved on your device. These cookies are stored in RAM and are automatically destroyed when the user closes the Web browser. You can disable cookies but if you do, you may not be able to use certain features on our site and you may need to enter your password more frequently.

You should note that if our business (or any part of it) is sold or transferred at any time, the information we hold may form part of the assets transferred although will still only be used in accordance with this privacy statement.

9. Ownership

This Symposia App URL and website system is owned by Cranfield University, which is a Charitable Foundation incorporated in the United Kingdom. The copyright in the Symposia App all content provided on the Symposia App including all of the graphics, text products, audio, music and design is owned jointly by the Symposia at Shrivenham or their partner Providers. All rights reserved. Cranfield University’s name and logo remains the copyright property and registered trademark of Cranfield University.

10. Contacting Symposia App Providers

You can contact us via the Symposia App: https://tebs.cranfield.ac.uk?action=sympatshriv

Part 3

General Terms and Conditions for supply of services.

1. Definitions:

Charges: the charges payable by You for the supply of the Services in accordance with clause 5.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions as amended from time to time
Agreement: the Agreement between us for the supply of Services in accordance with these Conditions.
Intellectual Property Rights: 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.
Services: the Symposia
Specification: the description of the Services including details contained in any quotation/proposal provided in writing to You.
‘We’ and ‘Our’: shall mean Cranfield University registered in England and Wales with company number RC000151.
‘You’ and or ‘Your’: the person in receipt of the Services.
Your Default : has the meaning set out in clause 4.2

1. Interpretation:
1. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
2. Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
3. A reference to writing or written includes email.
1. Basis of Agreement
1. The description of the Services issued by We, and any descriptions or illustrations contained in the literature, We issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Agreement or have any contractual force.
2. The following documents will form part of the Agreement between us in respect of our supply of the Services;
2. Privacy Policy (Privacy Policy – Symposia.docx)
3. GDPR (General Data Protection Regulation) Compliance document for Symposia (data_handling_process.docx)
4. Acceptable use Policy (Acceptable Use - Symposia.docx)
1. The Conditions contained and referred to herein shall apply to the Agreement to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
5. Supply of Services
1. We shall supply the Services to You in accordance with the Specification in all material respects.
2. We shall use all reasonable endeavours to meet any performance dates specified in the quotation/proposal however any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3. We shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and We shall notify You in any such event.
4. We warrant to You that the Services will be provided using reasonable care and skill.
6. Customer's obligations
1. You shall:
1. ensure that any information it provides is complete and accurate;
2. co-operate in all matters relating to the Services;
3. obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;
4. comply with any additional obligations as set out in the Specification.
2. If Our performance of any  obligations under the Agreement is prevented or delayed by any act or omission of Yours or by Your failure to perform any relevant obligation (Your Default):
1. We shall without limiting its other rights or remedies have the right to suspend performance of the Services until You remedy Your Default, and to rely on Your Default to relieve it from the performance of any of its obligations to the extent Your Default prevents or delays Our performance of any obligations;
2. We shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Our failure or delay to perform any of its obligations as set out in this clause 4.2; and
3. You shall reimburse all monies on written demand for any costs or losses We sustain or incur arising directly or indirectly from Your Default.
7. Charges and payment
1. You shall pay each invoice We submit:
1. within 30 days of the date of the invoice; and
2. in full and in cleared funds to a bank account We nominate in writing, and

time for payment shall be of the essence of the Agreement.

1. All amounts payable by You under the Agreement are exclusive of amounts in respect of value added tax chargeable for the time being (VAT).
2. If You fail to make any payment due  under the Agreement by the due date for payment, then You shall pay interest on the overdue amount at the rate of 4% per cent per annum above National Westminster Bank's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.
3. You shall pay all amounts due under the Agreement in full without any set-off, counterclaim, deduction or withholding.
1. Intellectual property rights
1. All Intellectual Property Rights in or arising out of or in connection with the Services We shall own.
2. You acknowledge that, in respect of any third party Intellectual Property Rights, Your use of any such Intellectual Property Rights is conditional on Our obtaining a written licence from the relevant licensor on such terms as will entitle a license of such rights to You.
2. Limitation of liability:
1. Nothing in the Agreement shall limit or exclude Our liability for:
1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
2. fraud or fraudulent misrepresentation; or
3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
2. Subject to clause 7.1, We shall not be liable to You, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for:
1. loss of profits;
2. loss of sales or business;
3. loss of agreements or Agreements;
4. loss of anticipated savings;
5. loss of use or corruption of software, data or information;
6. loss of damage to goodwill; and
7. any indirect or consequential loss.
3. Subject to clause 8.1, Our total liability to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement shall be limited to £500,000 in the aggregate.
4. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.
5. This clause 7 shall survive termination of the Agreement.
3. Termination
1. Without limiting its other rights or remedies, either party may terminate the Agreement by giving the other party one months' written notice.
2. Without limiting its other rights or remedies, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
1. the other party commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
4. the other party's financial position deteriorates that in the terminating party's opinion the other party's capability to fulfil its obligations has been placed in jeopardy.
3. Without limiting its other rights or remedies, We may terminate the Agreement with immediate effect by giving You written notice if:
1. You fail to pay any amount due under the Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; or
2. You are subject to a change of control.
4. Without limiting its other rights or remedies, We may suspend provision of the Services under the Agreement or any other Agreement between us if You become subject to any of the events listed in clause 8.2(b) to clause 8.2(d) or We reasonably believes that You are about to become subject to any of them, or if You fail to pay any amount due under this Agreement on the due date for payment.
4. Consequences of termination

On termination of the Agreement for any reason:

1. You shall immediately pay us all of Our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, We shall submit an invoice, which shall be payable by You immediately on receipt;
2. the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry; and
3. clauses which expressly or by implication survive termination shall continue in full force and effect.
1. General
1. Force majeure. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
2. Assignment and other dealings.
1. We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Agreement and may subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party or agent.
2. You shall not, without our prior written consent, assign, transfer, mortgage, charge, subcontract declare a trust over or deal in any other manner with any or all of its rights or obligations under the Agreement.
3. Confidentiality.
1. Each party undertakes that it shall not at any time during the Agreement, and for a period of five years after termination of the Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.3(b).
2. Each party may disclose the other party's confidential information:
1. to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 10.3; and
2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Agreement.
4. Entire agreement.
1. This Agreement and all documents referred to in it 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.
2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
5. Variation.  No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
6. Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
1. waive that or any other right or remedy; or
2. prevent or restrict the further exercise of that or any other right or remedy.
7. Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.
8. Notices. Any notice which may be required to be given by either Party under this Agreement shall be deemed to have been duly given if left at or sent by recorded delivery post, if to Cranfield sent to Cranfield University, Contracts Office, Cranfield, Bedfordshire, MK43 0AL, and if to the Client to the Client's last known place of business or its registered office or to such other address as the Client shall have previously designated in writing.
9. Third parties. No one other than a party to the Agreement shall have any right to enforce any of its terms.
10. Freedom of Information Act. The Client acknowledges that Cranfield is subject to the Freedom of Information Act 2000 and undertakes to assist and co-operate with Cranfield to enable Cranfield to comply with any information disclosure obligations.
11. Governing law. The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or shall be construed in accordance with the law of England and shall be subject to the exclusive jurisdiction of courts of England.