Nebular Cloud Limited, The Annexe 5 Arbour Close, Tytherington, Macclesfield, SK102JA Company number 243469104
Terms and Conditions
Every business needs their terms and conditions so as our clients and Nebular Cloud know exactly what to expect and so that there are no nasty surprises. Please have a look through and if you have any questions please ask.
Please see the below terms and conditions that we work by.
The ones that most people want to look at are
7.1 Our payment terms are 14 days from date of invoice. (we are relatively small business and these terms help us to be more efficient) if you would like to discuss different terms please let us know.
10.2 our services are provided for a minimum contract of 12 months; after this minimum period or a period agreed between us we require a 90-day notice of termination this is due to licencing and service cancelation restrictions.
11.1 All services will be paid up to the date that the services are ceased.
11.2 We will help you transfer your services to yourselves or indeed another provider as much as possible.
The document sets out as clearly as possible what you can expect from us and what we expect from you.
Nebular Cloud Limited, The Annexe 5 Arbour Close, Tytherington, Macclesfield, SK102JA Company number 243469104
In the below the following words have the below meanings
Nebular Cloud,, Nebular Cloud Limited: Who’s address is The Annexe, 5 Arbour Close, Tytherington, Macclesfield SK10 2JA refers to Nebular Cloud Limited Company number 243469104.
1 Definitions
The Client
Client details of whom are detailed in the Specification
All software (including any software licensed to the client by a third party) which is supplied by Nebular Cloud as set out in the Specification and/or used by the Client (or any of its employees, contractors or representatives) on the Commencement date, or which is added to or replaced after the Commencement Date:
(1) The computers, all forms of network, telecommunications, and Hardware either to be supplied by
Nebular Cloud or belonging to the Client located at the Premises at the Commencement Date or is added to or replaced after the Commencement Date
(2) The Software as set out in the Specification
Commencement Date
The date on which Nebular Cloud is to commence performing the Services as set out in the Specification
The amount or amounts set out in the specification
All computer-related hardware needed or used with the computers, network, and telecommunications at the premises and which exist on the commencement date, or are added to or replaced after the commencement date by Nebular Cloud and shall include routers switches cabling printers and all forms of technology and including such hardware agreed to be supplied by Nebular Cloud in the specification
The operation, management running setup, installation support and/or maintenance of the systems at the premises as set out in the specification
The places where the systems are or shall be located
The sale of the hardware and/or the management of the systems as set out in the specification
Service Levels
The standards of performance which Nebular Cloud shall reach or provide in performing the Services under these Terms, as set out in the separate document to these Terms, and as amended from time to time by the us.
The order of sale for the hardware, services and software provided by Nebular Cloud including any additional information if relevant
Nebular Cloud Limited, The Annexe 5 Arbour Close, Tytherington, Macclesfield, SK102JA Company number 243469104
2 Services
2.1 Nebular Cloud shall provide the Services in accordance with the Specification to the Client from the Commencement Date for the term of these Terms at the Premises in consideration for the Client paying the Fee to Nebular Cloud, subject to the provisions of these Terms.
2.2 Nebular Cloud shall also be permitted to provide some or all of the Services other than at the Premises. Nebular Cloud may perform the Services at Nebular Cloud’s own facilities and/or premises or such other places as Nebular Cloud reasonably required as specified in the Specification and as determined by Nebular Cloud in their absolute discretion.
2.3 Nebular Cloud shall use such commercially reasonable efforts that are necessary to provide the Services in accordance with the Services Levels and the Specification.
2.4 Where Nebular Cloud fails to meet one or more Services Levels then Nebular Cloud shall use such commercially reasonable efforts that are necessary to rectify these issues and return them to meet the required service levels.
2.5 Nebular Cloud shall not fail to meet any Service Level where failure is as a result of or caused by:
2.5.1 A breach by the Client to perform or meet any of its obligations under these Terms or those obligations which prevent, hinder or restrict Nebular Cloud from performing some or all of the service or
2.5.2 a force majeure event.
2.6 The Services shall be performed by such members of Nebular Cloud’s staff who have the degree and skill of experience necessary to provide the Services Which Nebular Cloud shall allocate to them.
2.7 Nebular Cloud shall ensure, and instruct its employees and agents accordingly, that Nebular Cloud’s employees and agents shall take all reasonable steps to safeguard their safety and the safety of other persons who may be affected by their actions or omissions.
Preparation of Specification and Service Levels
3.1 From the Commencement Date the Parties shall discuss and agree the Management of the Client Systems to be provided by Nebular Cloud to the Client and the relevant Services Levels which are to be specified and attained by Nebular Cloud. What has been agreed by the Parties, the timing and dates for the particular Services to be provided, the Service Levels to be attained, and Fees shall be set out in the sales order of Nebular Cloud and/or in a specification document (together the ‘Specification’)
3.2 Nebular Cloud shall be responsible for preparing the Specification. On completion of the Specification it shall be provided to the Client. For Nebular Cloud to commence providing the Services as stated in the Specification the Client shall first provide a signed copy of the Specification to Nebular Cloud to indicate the Client’s acceptance of the content of the Specification and that the Client is willing for Nebular Cloud to provide the Services in accordance with the Specification.
3.3 The Specification may be varied or added to as agreed by the Parties from time to time, in writing. Any variation or addition to the Specification shall be clearly indicated (including the additional or different Fees to be paid by the Client.
4 Fee rates based on time spent
Where Nebular Cloud fees are calculated on the amount of time spent by Nebular Cloud the following applies.
4.1 a ‘day’ is a period of 8 hours and includes time spent traveling to and from the place where the services are to be performed. Where work carried out exceeds 8 hours then that period shall be charged and the pro-rated rate for a day.
4.2 where Nebular Cloud’s charges are based on an hourly rate any time spent which is less than an hour will be charged at a pro-rated basis.
5 Client Obligation
5.1 During the performance of the services the client shall
5.1.1 co-operate with Nebular Cloud as Nebular Cloud reasonably requires;
5.1.2 make available to Nebular Cloud such Facilities as Nebular Cloud reasonably requires at the Client’s Premises while Nebular Cloud is performing the Services on the Client’s Premises
5.1.3 not terminate, but continue any maintenance and support contracts with suppliers, sellers or support companies as set out in the Specification or in existence at the Commencement Date;
5.1.4 ensure that Nebular Cloud shall be able to use, contact and receive services from providers of maintenance and support contracts of any other systems the Client has or may have from time to time;
5.1.5 permit Nebular Cloud to take away from the Premises such Hardware and Client Software as may be necessary to perform any of the Services;
5.1.6 allow Nebular Cloud to install such computer and other hardware and equipment and software (‘ Nebular Cloud Equipment’) at the Premises (and permit Nebular Cloud Equipment to interface, run with and/or be connected with the Hardware) as is necessary for Nebular Cloud to perform the services and the premises.
5.1.7 ensure that the Client’s staff and agents co-operate and assist Nebular Cloud and
5.1.8 permit Nebular Cloud access to the Premises at the dates and times that Nebular Cloud requires.
5.2 Facilities’ mean office and working space, computer equipment, access to the internet, and the Client’s computer network, telecommunications system etc., and shall include not only access to such resources but also use of them to the extent that Nebular Cloud needs to do so in order to perform the Services.
5.3 The Client will not charge for Nebular Cloud’s use of the Facilities made available by the Client.
5.4 By the Commencement Date the Client will have prepared and provide to Nebular Cloud details of:
5.4.1 all Hardware;
5.4.2 the Software;
5.4.3 all support, maintenance and other contracts provided or supplied by third parties, to be used in the provision of the Services (if any) including such detail and information (and copies of all documentation, licences and billing and invoices which relate to the Hardware and Client Software) as specified in the Specification or as Nebular Cloud reasonably requires;
5.6 The Client warrants, represents and undertakes that:
5.6.1 It is the owner of the all the Hardware not supplied by Nebular Cloud (or is authorised to use and run the Hardware by the owner or lessor of the Hardware);
Nebular Cloud Limited, The Annexe 5 Arbour Close, Tytherington, Macclesfield, SK102JA Company number 243469104
5.6 2 It owns or has right to use all third party software which Nebular Cloud need to perform the Services;
5.6.3 it has the right to allow Nebular Cloud to use all and any of the Software to perform any of the Services on such hardware and equipment that Nebular Cloud uses in performing the Services.
Where software has been written or developed by Nebular Cloud for the client, the client acknowledges that the software may only be compatible with the current versions of other software and or hardware and Nebular Cloud provides no guarantee that it will be compatible with the later versions of other software and or hardware. For the avoidance of doubt, unless otherwise agreed between parties in writing Nebular Cloud is under no obligation to supply the client with any updates and additions to the software.
6 Supply of hardware
6.1 Nebular Cloud will sell and the Client will buy the hardware set out in the Specification in No order submitted by the Client is deemed to be accepted by Nebular Cloud unless Nebular Cloud confirm this in writing
6.2 The Client is responsible for ensuring the accuracy of the terms of any order (including any applicable Specification) submitted by the Client.
6.3 All software, whether supplied, installed or implemented is provided within the terms and conditions and licence of the software provider.
6.4 If the software comprised in the Hardware is not owned by Nebular Cloud then the Client will be required to enter into on end user licence agreement with the owner of the software concerned.
6.5 If any software has to any extent been written or developed by Nebular Cloud then subject to clause 6.3 above, Nebular Cloud hereby grants a non-exclusive, non-transferable licence for the use of such software by the Client for the duration of this Contract and all copies of such software are the property of Nebular Cloud and notwithstanding clause 6 no title or ownership thereof will be transferred to the Client.
6.6 Delivery of the Hardware will take place by Nebular Cloud delivering the Hardware to the place agreed in writing with the Client.
6.7 Any dates and times quoted for delivery are estimates only and unless otherwise agreed in writing, delivery times are not of the essence of the contract. Nebular Cloud will not be liable for any loss or damage (howsoever arising) to the client should Nebular Cloud be unable to deliver the hardware within the quoted period.
6.8 Nebular Cloud is entitled to make partial deliveries by instalments and these terms will apply to each partial delivery.
6.9 If the Hardware is to be delivered in instalments, each delivery will constitute a separate contract and failure by Nebular Cloud to deliver only one or more instalments in accordance with these Terms will not entitle the Client to treat the contract as a whole as terminated
6.10 Risk in respect of the Hardware passes to the client at the time of delivery but the title in the Hardware will not pass to the client until Nebular Cloud has received payment in full of the price of the Hardware and all other goods agreed to be sold or services to be provided by Nebular Cloud to the Client for which payment is then due.
6.11 Until title in the Hardware has passed to the Client, Nebular Cloud will be entitled at any time to require the Client to deliver up the Hardware to Nebular Cloud and, if the Client fails to do so forthwith, to enter upon any premises of the Client or any third party where the Hardware are stored and repossess the Hardware.
6.12 Until title in the Hardware has passed to the Client, the Client will hold the Hardware as Nebular Cloud’s fiduciary agent and bailee, will not dispose of the Hardware and will keep the Hardware separate from those of the Client and third parties and properly stored, protected and insured and identified as Nebular Cloud’s property.
7 Fees and payment of Fees
7.1 The payment of the Fees shall be mode by the Client to Nebular Cloud as stated in the Specification or within 20 days from the end of the month in which the invoice is raised by Nebular Cloud in respect of the provision of all or part of the services whichever is the earlier.
7.2 The Fees ore calculated on the amount of time spent by Nebular Cloud in performing the Services based on the rote (or) at the rote(s) specified in the Specification. Nebular Cloud shall be entitled to vary the hourly (or) day rotes during the existence of these Terms without the consent of the client. Before implementing new hourly (or) day rates Nebular Cloud shall provide them to the client.
7.3 Nebular Cloud is permitted to charge for all costs and expenses incurred in performing the Services, including but not limited to travelling, courier and postage.
7.4 Nebular Cloud shall be entitled to invoice the Client weekly
(or) monthly (or) as specified in the Specification.
7.5 All amounts stated are exclusive of VAT and any other applicable taxes, which will be charged in addition at the rate in force at the time the Client is required to make payment.
7.6 If the Client does not make a payment by the date stated in an invoice or as otherwise provided for in these Terms then Nebular Cloud shall be entitled to:
7.6.1 charge interest on the outstanding amount at the rate of 8% per annum above the base lending rate of Barclays Banks plc. Accruing daily;
7.6.2 require the Client to pay, in advance, for any Services (or any part of the Services) which have not yet been performed; and
7.6.3 not perform any further Services (or any part of the Services).
7.7 When making a payment the Client shall quote relevant reference numbers and the invoice number.
8 Confidentiality
8.1 Each Party (‘Receiving Party’) shall keep the confidential information of the other Party (‘Supplying Party’) confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party shall only use the confidential information of the Supplying Party for the Purpose and for performing the Receiving Party’s obligations under these Terms. The Receiving Party shall inform its officers, employees and agents of the Receiving Party’s obligations under the provisions of this clause 8, and ensure that the Receiving Party’s officers, employees and agents meet the obligations. The obligations of clause 8.1 shall not apply to any information which:
8.2.1 was known or in the possession of the Receiving Party before the Providing Party provided it to the Receiving Party;
8.2.3 is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
8.2.4 was developed by the Receiving Party (or on its behalf) who had no direct access to, or use or knowledge of the confidential information supplied by the Supplying Party; or
Nebular Cloud Limited, The Annexe 5 Arbour Close, Tytherington, Macclesfield, SK102JA Company number 243469104
8.2.5 is required to be disclosed by order of a court of competent jurisdiction.
8.3 This clause 8 shall survive termination of these Terms.
8.4 Nebular Cloud is permitted to use other persons to provide some or all of the Services.
8.5 Nebular Cloud shall be responsible for ensuring that the work of a sub-contractor is to the same standard as that stated in these Terms. However, the Parties acknowledge and agree that some sub-contractors have their own terms and conditions on which the sub-contractor trades and which are more restrictive than those in these Terms. For example, without limiting the generality of the foregoing, a sub-contractor may have more restrictive wording as to the standard they will reach in work they perform (as to timing or quality), what is to happen if that standard is not reached or met issues concerning the restriction and exclusion of liability, and so on). Where the terms and conditions of a sub-contractor or more restrictive or exclusory then the provisions of these Terms, the Parties agree that for work provided by a sub-contractor will be governed by the terms and conditions of the sub-contractor rather than the provisions of these Terms.
9 Warranties, liability and indemnities
9.1 Nebular Cloud warrants that it will use reasonable care and skill in performing the Services.
9.2 If Nebular Cloud performs the Services (or any part of the Services) negligently or materially in breach of these Terms, then if requested by the Client, Nebular Cloud will re-perform the relevant part of the Services, subject to clauses 10.4 and 10.5 below. The Client’s request must be made within 1 month of the date Nebular Cloud completes performing the Services
9.3 Nebular Cloud provides no warranty that any result or objective can be or will be achieved or attained at all or by a given completion date or any other date, Weather stated in these terms or the specification or elsewhere.
9.4 Except in the case of death or personal injury caused by Nebular Cloud’s negligence, the liability of Nebular Cloud under or in connection with these Terms whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever shall not exceed the Fee(s) paid by the Client to Nebular Cloud under these Terms. The provision of this clause 9.4 shall not apply to clause 9.6
9.5 Neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by thot other Party of on indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill. The provisions of this douse 9.5 shall not apply to clause 9.6
9.6 The Client shall indemnify and hold harmless Nebular Cloud from and against all Claims and Losses arising from loss, damage, liability, injury to Nebular Cloud, its employees and third parties, infringement of third party intellectual property, or third-party losses by reason of or arising out of any information supplied to the Client by Nebular Cloud, its employees or contractors, or supplied to Nebular Cloud by the Client within or without the scope of these Terms. ‘Claims’ shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise); and ‘Losses’ shall mean oil losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.
9.7 Each of the Parties acknowledges that, in entering into these Terms, it does not do so in reliance on any representation, warranty or other provision except OS expressly provided in these Terms, and any conditions, warranties or other terms implied by statute or common low ore excluded from these Terms to the fullest extent permitted by low. Nothing in these Terms excludes liability or Froud
10 Termination
10.1 These terms shall commence on the commencement date and shall continue until terminated by the agreement of the parties or as provided under clause 11
10.2 On or after the 12th. Month of the Commencement Dote either Party may terminate any of the Services provided under these Terms by giving no less than 90 days’ written notice to the other Party
10.3 Without prejudice to the other remedies or rights a Party may have, either Party may terminate these Terms, at any time, on written notice to the other Party (‘Other Party’):
10.3.1 if the Other Party is in material breach of its obligations under these Terms and (in the case of a breach capable of remedy) fails to remedy the some within 14 days after receipt of a written notice giving full particulars of the
breach and requiring it to be remedied; or
10.3.2 if the Other Party becomes insolvent or if on order is mode or o resolution is passed for the winding up of the Other Party (other thon voluntarily for the purpose of solvent amalgamation or re-construction), or if on administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the Other Party’s assets or business, or if the Other Party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt.
10.4 The notice will take effect as specified in the notice.
11 Consequences of termination
11.1 On termination of these Terms, the Client shall pay for all Services provided up to the dote of termination, and for all expenditure falling due for payment after the dote of termination from commitments reasonably and necessarily incurred by Nebular Cloud for the performance of the Services prior to the dote of termination.
11.2 Whether the provision of some Services is terminated by either Party or these Terms is terminated Nebular Cloud shall co-operate with the Client so that the Services ore transferred to the Client and/or another provider of the Services in a timely and professional manner and which will not cause, as far as it is possible to do so, any interruption in the provision of the services or in the work or activities of the client
11.3 Upon termination of these Terms for any reason:
11.3.1 Those clauses expressed to continue or which remain to be performed shall continue in force without limit of time;
11.3.2 Nebular Cloud shall at the request of the Client return all Client Systems and other hardware, equipment, or software of the Client under its possession or control at the date of termination;
11.3.3 Nebular Cloud shall return any documents, materials or other information in its possession or control which contain or record any of the confidential information of the Client, or at the request of the Client Nebular Cloud shall destroy such documents materials and other information (and if recorded or stored electronically, permanently erasing for any electronic media on which it is stored); and
11.3.4 subject as provided in this clause and except in respect or any accrued rights, neither Party shall be under any further
Nebular Cloud Limited, The Annexe 5 Arbour Close, Tytherington, Macclesfield, SK102JA Company number 243469104
obligation to the other.
12 Data protection
12.1 Nebular Cloud shall if so required by law:
12.1.1 register with and maintain registration with the Information Commissioner under the Data Protection Act 1998; and
12.1.2 ensure that it, and its staff and its agents and representatives, comply with the obligations of a data controller (as defined and set out in the Data Protection Act 1998);
12.1.3 have in place sufficient and appropriate technical resources and organisational practises to ensure that any data of the client is only processed lawfully;
12.1.4 ensure that it has technical and security procedures and resources sufficient that any data of the Client is not lost, destroyed, deleted, damaged or corrupted whether accidentally or deliberately
12.1.5 process any data of the client only for the purposes of these terms
12.2 This clause 12 shall survive termination of these terms for such period as required by law.
13 General
13.1 Force majeure
13.1.1. Neither Party shall have any liability under or be deemed to be in breach of these Terms for any delays or failures in performance of these Terms which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 6 months, either Party may terminate these Terms by written notice to the other Party.
13.2 Amendments
13.2.1 These terms may only be amended in writing signed by duly authorised representatives of the Parties
13.3 Assignment
13.3.1 Subject to the following sentence, neither Party may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under these Terms without the prior written agreement of the other Party. A Party may, however, assign and transfer all its rights and obligations under these Terms to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under these Terms.
13.4.1 Entire agreement
13.4.1 These terms contain the whole agreement between the Parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them. The Parties confirm that they have not entered into these Terms on the basis of any representation that is not expressly incorporated into these Terms. Nothing in these Terms excludes liability for fraud.
13.5.1 Waiver
No failure or delay by Nebular Cloud in exercising any right, power or privilege under these Terms shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in these Terms are cumulative and not exclusive of any rights and remedies provided by law.
13.6 Agency and partnership
13.6.1 These Terms shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in these Terms. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.
13.7 Further assurance
13.7.1 Each Party to these Terms shall at the request and expense of the other or any of them execute and do any deeds and other things reasonably necessary to carry out the provisions of these Terms or to make it easier to enforce.
13.8 Severance
13.8.1 If any provision of these Terms is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from these Terms and rendered ineffective as far as possible without modifying the remaining provisions of these Terms, and shall not in any way affect any other circumstances of or the validity or enforcement of these Terms.
13.9 Announcements
13.9.1 No Party shall issue or make any public announcement or disclose any information regarding these Terms unless prior to such public announcement or disclosure it furnishes all the Parties with a copy of such announcement or information and obtains the approval of such persons to its terms. However, no Party shall be prohibited from issuing or making any such public announcement or disclosing such information if it is necessary to do so to comply with any applicable law or the regulations of a recognised stock exchange.
13.10 Interpretation
In these Terms unless the context otherwise requires:
13.10.1 words importing any gender include every gender;
13.10.2 words importing the singular number include the plural number and vice versa;
13.10.3 words importing persons include firms, companies and corporations and vice versa;
13.10.4 references to numbered clauses and schedules are references to the relevant clause in or schedule to these terms
13.10.5 Reference in any schedule to these terms to numbered paragraphs relate to the numbered paragraphs of that schedule
13.10.6 any obligation on any Party not to do or not to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
13.10.7 the headings to the clauses, schedules and paragraphs of these Terms are not to affect the interpretation;
13.10.8 any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment; and
13.10.9 where the word ‘including’ is used in these Terms, it shall be understood as meaning ‘including without limitation’.
13.11 Notices
13.11.1 Any notice to be given under these Terms shall be in writing and shall be sent by first class mail or air mail, or by facsimile or e-mail (confirmed by first class mail or air mail), to the address of the relevant Party set out at the head of these Terns, or to the relevant facsimile number set out below, or
Nebular Cloud Limited, The Annexe 5 Arbour Close, Tytherington, Macclesfield, SK102JA Company number 243469104
such other address or facsimile number as that Party may from time to time notify to the other Party in accordance with this clause 14.
The relevant contact information for the Parties is as follows:
Nebular Cloud: (Fax number and email address)
Client: (Fax number and email address)
13.11.2 Notices sent as above shall be deemed to have been received 3 working days after the day of posting (in the case of inland first class mail), or 7 working days after the date of posting (in the case of air mail), or on the next working day after transmission (in the case of facsimile messages, but only if a transmission report is generated by the sender’s facsimile machine recording a message from the recipient’s facsimile machine, confirming that the facsimile was sent to the number indicated above and confirming that all pages were successfully transmitted), or next working day after sending (in the case of e-mail).
13.11.3 In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and despatched and despatch of the transmission was confirmed and/or acknowledged as the case may be.
13.12 Law and jurisdiction
The validity, construction and performance of these Terms shall be governed by English law and shall be subject to the exclusive jurisdiction submit
13.13 Third Parties
For the purposes of the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any other provision of these Terms these Terms are not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.