Licence Agreement

THIS AGREEMENT IS OFFERED BY OCEANOVA LIMITED, TRADING AS ‘LEADERSHIP MATTERS’. OCEANOVA’S DETAILS ARE SET OUT BELOW AND WE CAN BE CONTACTED AT [email protected]
BEFORE ACCEPTING THIS AGREEMENT PLEASE READ THESE TERMS CAREFULLY. THEY APPLY TO ALL USE OF THE LEADERSHIP MATTERS WEBSITE AND THE SERVICES PROVIDED THROUGH IT.

Standard Terms

1. Definitions and construction

1.1 In this Agreement the following expressions shall have the following meanings (save where the context otherwise requires):

“Account” means an individual account used to access the Website and the various software and functionality offered through it.

“Affiliate” means each and any Subsidiary or Holding Company of a party and each and any Subsidiary of a Holding Company of a party.

“Commencement Date” means the date on which this Agreement is accepted by the Customer.

“Content” means information, data or material, which may include text, pictures, and/or video.

“Customer” means the individual or organisation which enters into this Agreement with Oceanova.

“Customer Equipment” means the hardware and software which the Customer is required to have in use in order to use and enable the Services to be provided in accordance with this Agreement, specifically a computer capable of running a modern internet browser and a functioning broadband internet connection.

“Data” data which is collected by Oceanova from, or in relation to, a user in the course of that user’s use of the Service.

“Data Protection Law” means the Data Protection Act 1998 or, from its coming into force, the General Data Protection Regulation, or such other legislation as may replicate, implement, replace, update, or otherwise bring into force those instruments.

“Downtime” means a period during Service Hours during which there is a total loss of the Services.

“Initial Period” means the period of 12 months commencing on the Commencement Date.

“Intellectual Property Rights” means all copyrights, patents, database rights, registered and unregistered design rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world and for the full term thereof including all rights to renew the same.

“Month” means a calendar month and “monthly” shall be construed accordingly.

“Oceanova” means the provider of the Service, Oceanova Limited, a company registered in England with company number 10021355.

“Outage” means an instance of Downtime.

“Specification” means the specification of the Service set out on the Website.

“Renewal Term” means a period of 12 months.

“Service” means the online education and learning materials and training and development applications via the Website.

“Service Fee” the fee, which shall be as set out on the Website and which is payable annually in advance.

“Service Hours” means 09:00 – 17:00 on days which are not public holidays in England and Wales.

“Service Interruption” means a period during Service Hours during which there is partial loss of the Services.

“Software” means the software used by Oceanova to provide the Services which is either Oceanova’s proprietary software or third party software in respect of which Oceanova has a licence.

“Term” means the effective term of this Agreement.

“Terms of Service” means the terms of use which govern individual users use of the Website.

“Unacceptable” means, in relation to Content or otherwise that the same is, unlawful, defamatory, pornographic, related to gambling or violence, or is in the opinion of Oceanova offensive or likely to bring it or its employees into disrepute.

“User” means an individual which uses the Website using an Account supplied to it by the Customer.

“user” means any individual which uses the Website.

1.2 The headings in this Agreement do not affect its interpretation. Save where the context otherwise requires, references to clauses and schedules are to clauses and schedules of this Agreement.

1.3 Unless the context otherwise so requires:

1.3.1 references to Oceanova and the Customer include their permitted successors and assigns;

1.3.2 references to statutory provisions include those statutory provisions as amended or re-enacted;

1.3.3 references to any gender include all genders;

1.3.4 words in the singular include the plural and in the plural include the singular.

1.4 In the event of any conflict between the terms and conditions of this Agreement and any provision of any schedule, the terms and conditions of this Agreement shall prevail.

1.5 Holding company shall be construed in accordance with sections 1159 and 736A of the Companies Act 2006.

1.6 Subsidiary shall be construed in accordance with sections 1159 and of the Companies Act 2006.

2. Provision of Services and Licences

2.1.1 Oceanova agrees with effect from the Commencement Date in consideration of the payment of the Service Fee by the Customer to supply the Services on a non-exclusive basis upon the terms and conditions of this Agreement.

2.1.2 The Customer will pay to use the Service annually; accordingly this Agreement will run for the Initial Term and, thereafter, shall automatically be renewed for a Renewal Term at the conclusion of the Initial Term and each subsequent Renewal Term, unless either party gives the other not less than fifteen days’ notice prior to the conclusion of the Initial Term or the then current Renewal Term.

2.1.3 The Customer may, at any time during the first 21 days of the Initial Term, terminate this Agreement by giving written notice to Oceanova, and shall be entitled to receive a full refund of any Service Fee payment which it may have made in respect of the same.

2.1.4 Oceanova will send the Customer a notification before the conclusion of the Initial Term and each Renewal Term notifying the Customer that it will be required to pay the Service Fee in order to continue its use of the Service in the subsequent term. If the Customer fails to pay the Service Fee prior to the conclusion of the then current Initial Term or Renewal Term (or any grace period that may be offered by Oceanova) then this Agreement shall terminate at the conclusion of that period.

2.1.5 In the event that this Agreement is terminated as specified in clause 2.1.3 the Customer acknowledges that Oceanova shall be entitled to immediately withdraw all aspects of the Service which are not otherwise made freely available via its website.

2.1.6 The Customer acknowledges that Oceanova may at any time, and without notice, incorporate licence management software into the Software for the purposes of ensuring that licence rights are not exceeded.

2.1.7 Oceanova may amend these terms by giving notice in writing. Such changes shall take effect at the conclusion of the then current Initial Term or Renewal Term.

3. Duration

This Agreement shall commence on the Commencement Date and shall (subject to the provisions for termination set out in this Agreement) continue for the Initial Period and thereafter until terminated by either party giving to the other not less than 15 days in writing (any such notice to expire not earlier than the end of the Initial Period).

4. Service Fee

4.1 The Customer undertakes to pay the Service Fee for the Services and any additional fees to Oceanova for any other services provided by Oceanova via the website from time to time, such charges to be set out on the Website in advance.

4.2 Oceanova shall collect payment from the Customer for the Service Fee annually in advance. The Customer agrees that it shall pay all Service Charges by way of electronic bank transfer (such as, without limitation, cheque, BACS, CHAPS, or an electronic credit-card transfer) and that Oceanova shall be entitled to reject payments that are purported to be made by any other method.

4.3 In the event that the customer is using the Services as part of a trial period (typically 21 days), then at the end of the trial period Oceanova will automatically issue an invoice for the Service Fee to the client, this invoice being payable by the client under Oceanova’s standard terms as stated in this agreement.

4.4 In the event that Oceanova invoices the client in writing, all such invoices shall be payable within 14 days of issue, unless otherwise agreed in writing.

4.5 Oceanova shall be entitled to charge the Customer interest in respect of the late payment of any sums due under this Agreement (as well after as before judgement) on a daily basis at the rate of 5 per cent per annum above the base rate from time to time of Barclays Bank plc from the due date therefor until payment.

4.6 Oceanova shall be entitled to increase the Service Fee with effect from each anniversary of the Commencement Date by giving notice in advance.

4.7 All sums due under this Agreement are expressed exclusive of VAT but, in the event that such sums are subject to VAT (or any similar or equivalent tax) such sums shall be payable by the Customer.

5. User Management

5.1 The Customer agrees that it shall be responsible for all Users to whom it issues Accounts and that it shall undertake to ensure that they comply with any and all Terms of Service as well as ensuring that they comply with the terms of this Agreement (and in particular its clauses 6, 7 and 10).

5.2 The Company shall be liable for any breaches of this Agreement, or of the Terms of Service, by Users to which it has issued Accounts as if they were its own, and undertakes to indemnify and hold harmless the Company in respect of all loss or damage which it may suffer as a result of the same.

6. Uploaded Content

6.1 The Customer may, in its course of using the Services, upload Content relating to its operations. The Customer accepts that it shall be responsible for the accuracy of such Content and warrants that such Content shall not be Unacceptable nor unrelated to its day-to-day business as an educational establishment.

6.2 The Customer warrants that it has all necessary rights to upload, and to permit Oceanova to use in the fashion set out in clause 12.3, all Content that it may upload to the Service. The Customer further warrants that all such Content will not be Unacceptable or confidential.

6.3 The Customer recognises that users of the Service may, in their course of using the Services, upload Content and/or material relating to their personal opinions of the Customer’s business. The customer accepts that such material is not and will not be the responsibility of Oceanova and that users shall retain individual responsibility for all material that they may upload to the Service.

6.4 Oceanova shall have the power to remove Content uploaded by the Customer, other customers, and users of the Service, but shall have no obligation to remove any Content (or any other material) from the Service for any reason. Where Oceanova removes Content it shall have no liability for the results of such removal, nor shall it be obliged to provide any reason or justification for such removal.

6.5 The Customer recognises that the Service is not a backup service and warrants that it shall not rely on the Service to act as a facility for backing up or otherwise securely storing any Content.

6.6 The Customer shall be responsible for all Content which it uploads to the Service (or which it may direct Oceanova to upload on its behalf) and shall indemnify Oceanova in relation to any third party claims, actions, fines or similar analogous proceedings or penalties which may be brought against Oceanova in relation to any breach by Customer of this clause 5.

7. Data

7.1 In their course of using the Services users may transfer certain Data to Oceanova and may give their permission for such Data to be transferred to the Customer. In such circumstances the Customer accepts that it may receive ‘Personal Data’ (as defined by Data Protection Law) and accordingly warrants that in relation to such Data that it will:

7.1.1 be the ‘data controller’ (as defined by the Data Protection Law);

7.1.2 process that Data in compliance with all relevant laws and regulations (including without limitation those pertaining to data protection and e-mail marketing);

7.1.3 store such Data securely and in a fashion that is secure against theft, damage, loss or unauthorised use;

7.1.4 use that data solely for the purpose of engaging with its employees for the purposes of training and career development;

7.1.5 not disclose that Data to any individual or organisation that is not a member of its company group and which has not committed to handle that data with a level of security and sensitivity that is equal or greater to that mandated by this Agreement;

and the Customer further warrants and undertakes that it shall indemnify Oceanova against any loss or damage that it may suffer as a result or consequence of Customer’s breach of this clause 6.

7.2 Noting the licence granted to it by Customer pursuant to clause 12.3.1, Oceanova warrants that it will not share with any third party (save for its auditors or lawyers) any data relating to the Customer’s business which it may come to learn during the term of this agreement and which a reasonable person would understand to be of a confidential nature, save where that data comes lawfully in the public domain or where Oceanova is compelled to disclose it by an authority with the power to order such disclosure. Nothing in this clause 6.2 shall restrict Oceanova from using any Data which it may collect via the Service to provide services to third parties, which may include without limitation packaging that Data into a database and/or providing aggregated industry insights on a consultancy basis.

8. Outages, Service Interruptions and Changes to Services

8.1 Outages or Service Interruptions may be made by Oceanova when in its reasonable opinion they are necessary to facilitate improvements to or maintenance of the Services. Oceanova will use reasonable endeavours to minimise the Outages or Service Interruptions that may be caused by a change.

8.2 If Outages or Service Interruptions are required as described in Clause 7.1, Oceanova will endeavour to schedule them so as to minimise impact on the Services and will notify the Customer of the anticipated commencement time and its estimated duration.

8.3 Customer requested interruptions (including, but not limited to, requests for any server to be re-booted) will be fulfilled but will not be considered a break in service for any purpose, nor will such interruptions give rise to any liability on the part of Oceanova. Oceanova makes no warranty or representation that such requests will be actioned immediately or, in Oceanova’s sole discretion, at all.

9. Oceanova Warranties

9.1 Oceanova warrants to and undertakes with the Customer that:

9.1.1 Oceanova will use its reasonable efforts to provide the Services in accordance with this Agreement and to exercise reasonable care and skill and in doing so;

9.1.2 Oceanova has full right power and authority to provide the Services to the Customer in accordance with the terms of this Agreement; and

9.1.3 Oceanova has all requisite registrations under UK Data Protection Law and will maintain such registrations throughout the Term and will comply with the provisions of such legislation.

9.2 Except for the express warranties set forth in this Clause 8, the Services are provided on an “as is” basis, and the Customer’s use of the Services is at its own risk. Oceanova does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice. Oceanova does not warrant that the Services will be uninterrupted, error-free, or completely secure or that Outages will not occur.

9.3 Oceanova does not and cannot control the flow of data to or from its network and other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or omissions of such third parties can impair or disrupt connections to the Internet (or portions thereof). Although Oceanova will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, Oceanova cannot guarantee that such events will not occur. Accordingly, Oceanova disclaims any and all liability resulting from or related to such events.

10. Customer Obligations and Warranties

10.1 The Customer is required at all times during the term to maintain the Customer Equipment in good order and working condition. The Customer accepts that Oceanova shall have no liability for any loss or damage suffered by the Customer, or for any defect or failure of the Service which is caused as a result of Customer’s breach of this clause 9.1.

10.2 The Customer shall provide all such assistance, facilities and information to Oceanova as Oceanova may reasonably require in order to enable it to carry out its obligations under this Agreement.

10.3 In the event that the Customer is in breach of any of its obligations under this Agreement (including its obligations to pay the Service Fee), then:-

10.3.1 Oceanova shall be entitled to charge the Customer for staff time engaged on rectifying any resulting problems at Oceanova’s then current standard charging rates; and

10.3.2 Oceanova may without any liability terminate this Agreement or suspend the Services without prejudice to any other pre-existing rights and obligations of either party.

10.4 The Customer represents, warrants and undertakes that:

10.4.1 it has and shall during the Term have the legal right and authority to use and have used the Customer Equipment as contemplated under this Agreement;

10.4.2 it will use the Services only for lawful purposes and in accordance with this Agreement; and

10.4.3 any software, data, equipment or other materials provided by the Customer to Oceanova or employed by the Customer in its use of or receipt of the Services shall not infringe any Intellectual Property Rights, privacy or personal data interests of any third party and shall not be obscene or defamatory of any person and shall not violate the laws or regulations of any state which may have jurisdiction over such activity.

10.5 In the event of any breach of any of the foregoing representations or warranties, in addition to any other remedies available at law or in equity, Oceanova will have the right to suspend immediately any related Services if deemed reasonably necessary by Oceanova to protect the proper interests of Oceanova or its other customers. If practicable and depending on the nature of the breach, Oceanova may (in its absolute discretion) give the Customer an opportunity to cure such breach. In such case once the Customer has cured the breach, Oceanova will promptly restore the Service(s).

11. Security

11.1 Each party recognises that it is impossible to maintain flawless security but (where relevant) Oceanova shall take all reasonable steps to prevent security breaches in its servers’ interaction with the Customer and security breaches in any interaction with resources or users outside of any firewall that may be built into Oceanova’s servers.

11.2 The Customer shall be responsible for maintaining the confidentiality of any passwords which are required to access the Software and the Services and is solely responsible for any damage caused to either party by any such unauthorised access.

12. Limitation of Liability

12.1 Except as expressly stated in Clause 11.2 Oceanova shall have no liability for any indirect or consequential loss or damage which may be suffered by the Customer (or any person claiming under or through the Customer) howsoever arising and whether the same arises in contract, tort (including negligence), breach of statutory duty, or otherwise howsoever; nor for any loss of any kind which falls within any of the following categories:

12.1.1 special damage, even though Oceanova was aware of the circumstances in which such special damage could arise;

12.1.2 loss of profits;

12.1.3 loss of anticipated savings;

12.1.4 loss of business opportunity;

12.1.5 loss of the use of money;

12.1.6 loss of or goodwill;

12.1.7 loss of or damage to data; or

12.1.8 any form of special damages;

regardless of whether such loss was foreseeable or anticipated not by either party.

12.2 to the extent that not excluded by Clauses 11.1, or otherwise, the total liability of Oceanova, in aggregate in respect of all claims arising, shall in no circumstances exceed a sum equal to the total value of the Service Fee paid by the Customer during the Term.

12.3 the Customer agrees that, in entering into this Agreement either; that it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this Agreement, or ;(that if it did rely on any representations, whether written or oral, not expressly set out in this Agreement) that it shall have no remedy in respect of such representations and (in either case) Oceanova shall have no liability otherwise than pursuant to the express terms of this Agreement;

12.4 The exclusions in Clause 11.1shall apply to the fullest extent permissible at law but Oceanova does not exclude liability for:

12.4.1 death or personal injury caused by the negligence of Oceanova, its officers, employees, contractors or agents; or

12.4.2 fraud or fraudulent misrepresentation; or

12.4.3 any other liability which cannot be excluded by law.

12.5 Oceanova shall not be liable for any loss or damage of whatsoever nature suffered by the Customer arising out of or in connection with any act, omission, misrepresentation or error made by or on behalf of the Customer or arising from any cause beyond Oceanova’s reasonable control.

12.6 The Customer accepts that Oceanova is in no way liable for any virus or other contaminants which enter the Customer’s email system or computer network via email.

12.7 Oceanova shall not be liable for any interruptions to the Services or Outages arising directly or indirectly from:-

12.7.1 interruptions to the flow of data to or from the internet;

12.7.2 changes, updates or repairs to the network or the Software subject to Oceanova striving to minimise the interruptions/outages that may be caused by such change;

12.7.3 the effects of the failure or interruption of services provided by third parties;

12.7.4 any of the factors set out in Clause 14;

12.7.5 any actions or omissions of the Customer (including, without limitation, breach of the Customer’s obligations set out in this Agreement or the Specification) or any third parties;

12.7.6 Problems with the Customer’s equipment and/or third party equipment;

12.7.7 interruptions to the Services requested by the Customer.

12.8 In any event, Oceanova shall not be liable for any outages or interruptions to the Service which are minor or inconsequential, or which last for a period of less than 24 hours.

12.9 The Customer agrees that it is in a better position to foresee and evaluate any loss it may suffer in connection with this Agreement and that the Service Fee has been calculated on the basis of the limitations and exclusions in this Clause 11 and that the Customer will effect insurance as is suitable having regard to its particular circumstances and the terms of this Clause 11.

13. Intellectual Property Rights

13.1 Without prejudice to the Customer’s rights in its own materials, the parties hereby agree that the Customer shall not acquire any Intellectual Property Rights whatsoever in respect of the Software, documentation and other materials used by Oceanova in connection with or related to the provision of the Services hereunder.

13.2 Oceanova warrants that it has all necessary right, title and interest to enable the Customer to benefit from the Services in accordance with this Agreement.

13.3 The Customer hereby grants to Oceanova:

13.3.1 A non-exclusive, royalty-free, world-wide perpetual irrevocable licence to use, copy, reproduce, and manipulate Data provided by the Customer, or any users of the Services introduced by the Customer, or resulting from the Services for the purposes of using the data for the provision of the Services or its business more generally; and

13.3.2 A non-exclusive, royalty-free, world-wide perpetual irrevocable licence during the Term to use, reproduce and display the Customer’s trade marks for the purposes of provision of the Services.

13.4 Subject to any contrary provision in this Agreement, Oceanova undertakes only to use the Customer’s trade marks for the purpose of providing the Services.

14. Termination

14.1 For the purposes of this Clause 13, the following events shall be deemed “acts of default”:

14.1.1 if the Customer fails to pay any moneys due pursuant hereto within 14 days of the due date therefor;

14.1.2 if a party commits any material breach of any term of this Agreement (other than one falling under Clause 13.1.1above) and which, in the case of a breach capable of being remedied, shall not have been remedied within 30 days of a written request by the other party to remedy the same;

14.1.3 if a party is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.

14.2 If the Customer commits an act of default then Oceanova may forthwith suspend the provision of the Services hereunder (or any of them or any part of them) and no such suspension shall be deemed a breach of any term or provision of this Agreement or give rise to any service credits.

14.3 If either party commits an act of default, the other party may terminate this Agreement by notice in writing forthwith.

14.4 Oceanova shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement immediately by notice to the Customer if the Customer:

14.4.1 undergoes a change of control which does not result in control passing to a company that, immediately prior to the change in question, was an Affiliate of the Customer; or

14.4.2 sells all of its assets or is merged or re-organised in circumstances where it is not the surviving entity; or

14.4.3 disputes the ownership or validity of Oceanova’s Intellectual Property Rights.

14.5 Any termination of this Agreement for any reason shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

14.6 In the event of termination of this Agreement:-

14.6.1 the Customer agrees promptly to pay to Oceanova all outstanding payments; and

14.6.2 the Customer’s right to receive the Services shall cease automatically.

14.7 Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party, nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly, or by implication, intended to come into force or continue in force on or after that termination.

15. Force majeure

15.1 Neither party hereto shall be liable for any breach of its obligations hereunder, except in respect of payment, resulting from causes beyond the reasonable control of the party in default (or its sub contractors) including but not limited to acts of God, war, insurrection, riot, civil commotion, Government regulation, embargo, explosion, strike, labour dispute, illness, flood, fire or tempest (an ‘Event of Force Majeure’). Any time limit or estimate for a party to perform any act hereunder shall be suspended during an Event of Force Majeure.

15.2 Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure, such notice to contain details of the circumstances giving rise to the Event of Force Majeure.

15.3 If a default due to an Event of Force Majeure shall continue for more than 30 days then the party not in default shall be entitled to terminate this Agreement. Neither party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure but such termination shall not affect any pre existing rights or obligations of either party.

16. Waiver

The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.

17. Notices

Any notice request instruction or other document to be given hereunder shall be delivered or sent by first class post or by email to the regular business address of the other party (as may be set out in this Agreement) and any such notice or other document shall be deemed to have been served if delivered at the time of delivery and if sent by post upon the expiration of 48 hours after posting and if sent by email upon the expiration of 12 hours after dispatch.

18. Publicity

No announcement or information concerning this Agreement or any ancillary matter shall be made or released or authorised to be made or released in any advertising publicity promotional or other marketing activities by either of the parties without the prior written consent of the other party.

19. Invalidity and severability

If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.

20. Entire agreement

20.1 Subject to Clause 19.2, this written Agreement (including the Schedules) constitutes the entire agreement between the parties hereto relating to the subject matter hereof.

20.2 No change, alteration or modification to this Agreement shall be valid unless in writing and signed on behalf of both parties hereto.

21. Successors

This Agreement shall be binding upon and endure for the benefit of the successors in title of the parties hereto.

22. Assignment

The Customer shall not be entitled to assign this Agreement nor all or any of its rights and obligations hereunder.

23. Sub contracting

Oceanova shall be entitled to sub contract the whole or any part of its obligations hereunder to any third party but shall remain liable as if it were performing the Services itself.

24. Disputes

24.1 All disputes or differences which shall at any time hereafter arise between Oceanova and the Customer in respect of the construction or effect of this Agreement or the rights duties and liabilities of the parties hereunder or any matter or event connected with or arising out of this Agreement (a ‘Relevant Event’) shall be referred to such independent third party (the ‘Third Party’) as Oceanova and the Customer shall jointly nominate.

24.2 If Oceanova and the Customer shall fail to nominate a Third Party within 14 days of the date of occurrence of the Relevant Event then the Third Party shall be nominated at the request of either Oceanova or the Customer by the Centre for Effective Dispute Resolution.

24.3 The Third Party shall act as an expert and not as an arbitrator whose decision (including as to costs) shall, except in the case of manifest error, be final and binding upon Oceanova and the Customer.

25. Law

This Agreement shall be governed by and construed in accordance with English law and (subject always to Clause 23) the parties submit to the exclusive jurisdiction of the courts of England and Wales.

26. Third Party Rights

No term of this Agreement is intended to confer a benefit on or to be enforceable by, any person who is not a party to this Agreement.