Terms of business for supply of services
This is the terms of business for the supply of services for ZeroKey Technologies Limited
Effective Date: August 01, 2024
(1) ZeroKey Technologies Limited incorporated and registered in England and Wales with company number 15326987 whose registered office is at 5&6 Waterside Court, Albany Street, Newport NP20 5NT (ZeroKey)
(2) The business entity (sole trader/partnership/limited liability partnership/company) or person which, on accepting this Agreement, will be registered to use ZeroKey’s service (Customer).
Background
(A) ZeroKey has developed a cloud-based integration platform as a service (iPaaS) which it makes available to the customer.
(B) The Customer wishes to use ZeroKey's service.
(C) ZeroKey has agreed to provide and the Customer has agreed to take and pay for ZeroKey's service subject to these terms and conditions.
Agreed terms
1. Interpretation
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Beta Release: any alpha, beta, developmental, test, experimental, preview, or early-access releases of the Service or other ZeroKey products or services. Any of the preceding terms on a feature, product, or program is notice of Beta Release status.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: data that is proprietary or confidential and is clearly labelled as such.
Client: a person who the User is providing or intends to provide a service to.
Client Data: data used by the Customer within ZeroKey for the purpose of using the Service.
Effective Date: the date on which an email is sent by ZeroKey to the Customer containing the one-time passcodes(s) permitting the Customer to gain access to the Services via the Website.
Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Services: the access provided by ZeroKey to the Customer to ZeroKey’s product under this agreement via the Website.
Subscription Fees: the subscription fees payable by the Customer to ZeroKey for the User Subscriptions set out on the Website.
Subscription Term: has the meaning given in clause 14.1.
User: those employees, agents and independent contractors of the Customer whose names are registered with ZeroKey as having access to the Services.
User Subscriptions: the user subscriptions purchased by the Customer which entitle Users to access and use the Services.
Virus: anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Website: www.zerokey.tech or such other website address as may be notified to the Customer from time to time.
1.2 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
1.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
2. User subscriptions
2.1 ZeroKey grants to the Customer a non-exclusive, non-transferable right to use the Services during the Subscription Term solely for the Customer's business operations, subject to these terms.
2.2 In relation to the Users, the Customer undertakes that:
a) it will not allow or suffer any User Subscription to be used by more than one User unless it has been reassigned to another User, in which case the prior User shall no longer have any right to access or use the Services;
b) each User shall keep secure passwords for their use of the Services, that such password shall be changed no less frequently than quarterly and that each User shall keep their passwords confidential;
c) it shall permit ZeroKey to audit the Services in order to establish the name and password of each User. Such audit may be conducted no more than once per quarter, at ZeroKey's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
d) if any of the audits referred to in clause 2.2(c) reveal that any password has been provided to any individual who is not a User, then without prejudice to ZeroKey's other rights, the Customer shall promptly disable such passwords and ZeroKey shall not issue any new passwords to any such individual; and
e) if any of the audits referred to in clause 2.2(c) reveal that the Customer has underpaid Subscription Fees to ZeroKey, then without prejudice to ZeroKey's other rights, the Customer shall pay to ZeroKey an amount equal to such underpayment as calculated in accordance with the prices set out in the Website within 10 Business Days of the date of the relevant audit.
2.3 The name provided for any User must be that which resembles the name of a real person and not that of any company, location or other term used to denote a group of individuals or of a generic nature. Any name ZeroKey find to be conflicting with this policy can and will be changed by ZeroKey without prior notice and any subsequent requests to change the name associated with this agreement must be approved by ZeroKey.
2.4 Any email address provided by the Customer or any User must be that of a real email address and one which ZeroKey is able to contact the Customer or User (as appropriate) on. Any email address ZeroKey determines to be conflicting with this policy will be reviewed by it and may result in termination of the Service to the Customer.
2.5 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
b) facilitates illegal activity;
c) depicts sexually explicit images;
d) promotes unlawful violence;
e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
f) in a manner that is otherwise illegal or causes damage or injury to any person or property;
and ZeroKey reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.6 The Customer shall not:
a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software (as applicable) in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
b) access all or any part of the Services in order to build a product or service which competes with the Services; or
c) use the Services to provide services to third parties; or
d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Users, or
e) attempt to obtain, or assist third parties in obtaining, access to the Services, provided under this clause 2.
2.7 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify ZeroKey.
2.8 The rights provided under this clause 2 are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer.
2.9 The Customer shall ensure that these terms are brought to the attention of all Users and shall be responsible for the actions of all Users in relation to the Services.
3. Services
3.1 ZeroKey shall, during the Subscription Term, provide the Services to the Customer on and subject to these terms.
3.2 ZeroKey shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
a) planned maintenance carried out during any maintenance window; and
b) unscheduled maintenance performed outside Normal Business Hours, provided that ZeroKey has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance
4. Client data
4.1 The Customer shall own all right, title and interest in and to all of the Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Data.
4.2 ZeroKey shall, in providing the Services, comply with its privacy policy relating to the privacy of the Client Data available at the Website, as such may be amended from time to time by ZeroKey in its sole discretion.
4.3 ZeroKey does not and does not intend to store any Client Data. In the event that ZeroKey does need to store any Client Data, the reason for storing Client Data and storage location will be provided to the User in advance.
4.4 If ZeroKey processes any personal data on the Customer's behalf when performing its obligations, the parties record their intention that the Customer shall be the data controller and ZeroKey shall be a data processor and in any such case:
a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Users are located in order to carry out the Services and ZeroKey's other obligations under this agreement;
b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to ZeroKey so that ZeroKey may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
c) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
d) ZeroKey shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time;
e) ZeroKey shall be entitled to analyse any such data for the purposes of statistical research which can be shared as it thinks fit but only on an anonymised basis; and
f) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5. Third party providers
The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. ZeroKey makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not ZeroKey. ZeroKey recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. ZeroKey does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
6. ZeroKey's obligations
6.1 The data displayed on the Services is based on data entered by the User. ZeroKey makes no representation or warranty, whether express or implied, as to its accuracy, or completeness, timeliness or fitness for any purpose to which the Customer may wish to use it for. No independent verification monitoring or screening has been undertaken in respect of the data contained on the Service and each User shall be solely responsible for verifying its accuracy and suitability. ZeroKey does not endorse or accept responsibility for any recommendations, views opinions and advice expressed based on the Service.
6.2 If any issues arise which are caused by use of the Services contrary to ZeroKey's instructions, or modification or alteration of the Services by any party other than ZeroKey or ZeroKey's duly authorised contractors or agents then ZeroKey will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 6.1. Notwithstanding the foregoing, ZeroKey:
a) does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services and/or the data obtained by the Customer through the Services will meet the Customer's requirements; and
b) 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.
6.3 This agreement shall not prevent ZeroKey from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
6.4 ZeroKey warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
7. Customer's obligations
The Customer shall:
a) provide ZeroKey with all necessary co-operation in relation to this agreement;
b) comply with all applicable laws and regulations with respect to its activities under this agreement;
c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner;
d) ensure that the Users use the Services in accordance with this agreement and shall be responsible for any User's breach of this agreement; and
e) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to ZeroKey's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
8. Charges and payment
8.1 The applicable Subscription Fees from time to time are set out on the Website.
8.2 Commencing on the Effective Date and monthly thereafter the Customer shall pay to ZeroKey by recurring card payment the Subscription Fee plus VAT for its use of the Services per User. ZeroKey has appointed the company, Stripe Limited to collect payments.
8.3 If ZeroKey has not received payment within one calendar month after the due date, and without prejudice to any other rights and remedies of ZeroKey:
a) ZeroKey may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services or Licensed Program and ZeroKey shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid;
b) and interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% over the then current base lending rate of Barclays Bank Plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
8.4 All amounts and fees referred to in these terms and conditions are non-cancellable and non-refundable.
8.5 ZeroKey shall be entitled to change the Subscription Fees at any time, which includes the right to increase the Subscription Fee in line with the prevailing rate of inflation on an annual basis, but must provide no less than 28 days' prior notice to existing Customers and these terms and conditions shall be deemed to have been amended accordingly.
9. Proprietary rights
9.1 The Customer acknowledges and agrees that ZeroKey and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.
9.2 ZeroKey confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
10. Confidentiality and compliance with policies
10.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include data that:
a) is or becomes publicly known other than through any act or omission of the receiving party;
b) was in the other party's lawful possession before the disclosure;
c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
10.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
10.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
10.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
10.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute ZeroKey's Confidential Information.
10.6 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
10.7 The above provisions of this clause 10 shall survive termination of this agreement, however arising.
11. Indemnity
11.1 The Customer shall defend, indemnify and hold harmless ZeroKey against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services.
11.2 ZeroKey shall defend the Customer, its officers, directors and employees against any claim that the Services infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
a) ZeroKey is given prompt notice of any such claim;
b) the Customer provides reasonable co-operation to ZeroKey in the defence and settlement of such claim, at ZeroKey's expense; and
c) ZeroKey is given sole authority to defend or settle the claim.
11.3 In the defence or settlement of any claim, ZeroKey may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
11.4 In no event shall ZeroKey, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
a) a modification of the Services by anyone other than ZeroKey; or
b) the Customer's use of the Services in a manner contrary to the instructions given to the Customer by ZeroKey; or
c) the Customer's use of the Services after notice of the alleged or actual infringement from ZeroKey or any appropriate authority.
11.5 The foregoing states the Customer's sole and exclusive rights and remedies, and ZeroKey's (including ZeroKey's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
12. Limitation of liability
12.1 This clause 12 sets out the entire financial liability of ZeroKey (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
a) arising under or in connection with this agreement;
b) in respect of any use made by the Customer of the Services; and
c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
12.2 Except as expressly and specifically provided in this agreement:
a) the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. ZeroKey shall have no liability for any damage caused by errors or omissions in any data, instructions or scripts provided to ZeroKey by the Customer in connection with the Services, or any actions taken by ZeroKey at the Customer's direction;
b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
c) the Services are provided to the Customer on an "as is" basis.
12.3 Nothing in this agreement excludes the liability of ZeroKey:
a) for death or personal injury caused by ZeroKey's negligence; or
b) for fraud or fraudulent misrepresentation.
12.4 Subject to clauses 12.2 and clause 12.3:
a) ZeroKey shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
b) ZeroKey's total aggregate liability in contract (including in respect of the indemnity at clause 11), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.
13. Term and termination
13.1 This agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and shall continue unless:
a) either party notifies the other party of termination by at least one month’s notice; or
b) otherwise terminated in accordance with the provisions of this agreement;
and such duration shall constitute the Subscription Term.
13.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
a) the other party fails to pay any amount due under this 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;
b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
c) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 198;
e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.2(d) to clause 13.2(j) (inclusive); or
l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
13.3 On termination of this agreement for any reason:
a) all rights granted under this agreement to the Customer shall immediately terminate;
b) each party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other party;
c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
14. Usage of the service
The Customer agrees that ZeroKey may collect analytics data relating to the provision, use, and performance of various aspects of the Service, third-party services integrations, and related systems and technologies, including information concerning use of the various features and functionality of the Service and analytics derived therefrom, and configuration data, including field mapping/naming, actions, steps, and structures of products and functionalities.
15. Customer Reference
The Customer agrees to provide ZeroKey upon request, with a case study, press release/activity, blog post, written recommendation, video testimonial, public speaking opportunity or other similar public marketing activity which ZeroKey is free to use in its reasonable discretion for marketing purposes.
16. Force majeure
ZeroKey shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of ZeroKey or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of ZeroKey or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
17. Variation
17.1 ZeroKey may revise these Terms from time to time by posting a modified version of the Terms including their effective date. If we make material changes to the Terms, we will provide you with reasonable notice prior to the new Terms taking effect. By continuing to access or use the Service after the posting of any modified Terms, you agree to be bound by such modified Terms.
17.2 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement.
18. Waiver
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
19. Rights and remedies
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
20. Severance
20.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
20.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
21. Entire agreement
21.1 This agreement, and any documents 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.
21.2 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.
22. Assignment
22.1 The Customer shall not, without the prior written consent of ZeroKey, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
22.2 ZeroKey may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
23. No partnership or agency
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
24. Third party rights
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.
25. Notices
Any notice required to be given under this agreement shall be sent by the Customer to [email protected] and, in respect of notices given by ZeroKey shall be sent to any User of the Customer.
26. Governing law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
27. Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).