Terms and Conditions

1. About us

1.1

Company details. We are Ecologi Action Ltd (Ecologi) (we and us), a limited company incorporated and registered in England and Wales with company number 11911630 whose registered office is at 483 Green Lanes, London, N13 4BS.

1.2

What we do. We operate www.ecologi.com, a climate action platform which helps Users on their sustainability journey through calculating their carbon footprint, reducing emissions and funding climate projects (the Platform).

1.3

Contacting us. To contact us, email us at support@ecologi.com. How to give us formal notice of any matter under the Agreement is set out in clause 19.8.

2. Our agreement with the user

2.1

Our Agreement. These Terms apply to all Orders for the supply of Services, unless otherwise agreed in writing. They apply to the exclusion of any other terms that the User seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2

Acceptance of these terms. You as a User accept these Terms when you click the box to indicate that you have read and understood their content, or otherwise agreed in writing. You must read and accept these Terms before you are able to sign up for an Account to access the Platform and receive the Services. If you do not accept these Terms, you will not be able to access the Platform or receive the Services.

2.3

Users. Reference to “you” means reference to you as a User of the Services, in whatever capacity (either as a customer, agent or beneficiary).

3. Definitions

3.1.1

Account” means an account set up by a User allowing access to our Platform and Services.

3.1.2

Agreement” means the legally binding agreement between you and us, which consists of each Order you make, our Privacy Policy and these Terms.

3.1.3

Ecologi Zero” means our greenhouse gas (GHG) calculation service provided on the Platform.

3.1.4

Fee(s)” means the fees charged by Ecologi for providing Services, payable as either a one-time purchase or on a subscription basis, as specified in the Order.

3.1.5

Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights and rights in data, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

3.1.6

Order” means an order submitted by a User on the Platform, setting out the Services to be provided by us subject to these Terms (“Ordered” shall have the same meaning).

3.1.7

Outputs” means any or all reports, data, information, works or materials obtained by the User through use of the Platform and/or Services.

3.1.8

Payment Provider(s)” means approved third-party payment providers including, but not limited to Xero, Shopify and Stripe, Inc., which we use to facilitate payments from Users.

3.1.9

Services” means the provision of the service specified in the applicable Order, for example, Ecologi Zero, carbon avoidance, carbon removal, or other projects that Users can invest in.

3.1.10

Terms” means these terms and conditions for purchasing Services via the Platform, as amended from time to time.

3.1.11

User(s)” means a company or individual in direct receipt of the Services under this Agreement.

3.1.12

User Content” means any commercial or proprietary data which is uploaded or otherwise submitted to the Platform directly by the User.

3.1.13

Virus” means any thing 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.

3.1.14

Working Day” means a day (other than a Saturday, Sunday or public holiday in England) when the banks in London are ordinarily open for business.

3.2

A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

3.3

A reference to writing or written includes email.

4. Account creation

4.1

In order to access our Platform and Services, you must accept these Terms.

4.2

When creating an Account, the User must enter specific information when prompted. When you create an Account on behalf of an organisation, you must have authority to do so and must provide the organisation’s address and email for receipt of our invoice. You will also need to create a password to finalise your Account and you must keep your password safe and confidential, as you are responsible for anything that happens with your Account using this password. Let us know immediately if your password is lost or stolen. If you believe your password has been stolen, we recommend changing it as soon as possible.

4.3

If you are an individual registering for an Account, you must be at least 16 years old and have the right, authority and capacity to abide by these Terms.

4.4

You must provide accurate details about yourself and your organisation when you create an Account and not use any false details.

4.5

You acknowledge that if your Account is a business account, none of the consumer rights contained in these Terms will apply to you.

5. Placing an order

5.1

Placing Orders. The Services available for purchase are set out in the Platform. Once satisfied with the Service that has been selected in accordance with clause 4.4, please follow the onscreen prompts to place the Order on the Platform. Orders may only be submitted using the method set out on the Platform.

5.2

Correcting input errors. Our order process allows Users to check and amend any errors before submitting the Order to us. Please check the Order carefully before confirming it. The User is responsible for ensuring that the Order is complete and accurate.

5.3

Accepting Orders. After an Order has been placed, we will automatically notify the User via the Platform and/or by email acknowledging that it has been accepted.

5.4

If we cannot accept the Order. If we are unable to supply the Services for any reason, we will inform the User of this by notification through the Platform and/or by email and we will not process the Order.

6. Our services

6.1

Descriptions of our Services are set out on our Platform.

6.2

We shall supply the Services to the User in accordance with the applicable Order and this Agreement.

6.3

In supplying the Services, we shall:

6.3.1

perform the Services with reasonable care and skill; and

6.3.2

use reasonable endeavours to perform the Services in accordance with the service description set out in the applicable Order.

7. User obligtions

7.1

The User shall:

7.1.1

ensure that the terms of its Orders are complete and accurate;

7.1.2

co-operate with us in all matters relating to the Services; and

7.1.3

provide, in a timely manner, such information as we may reasonably require, including User Content (where applicable) and ensure that it is accurate and complete in all material respects.

7.2

If our performance of our obligations under this Agreement is prevented or delayed by any act or omission of the User, its agents, subcontractors, consultants or employees, we shall:

7.2.1

be entitled to suspend performance of the Services;

7.2.2

not be liable for any costs, charges or losses sustained or incurred by the User that arise directly or indirectly from such prevention or delay; and

7.2.3

be entitled to recover any additional costs, charges or losses we sustain or incur that arises directly or indirectly from such prevention or delay.

8. Ecologi Zero - This clause 8 only applies if you have Ordered Ecologi Zero.

8.1

Ecologi Zero is a tool which produces a calculation of your operational carbon emissions using your accounting software and other activity data from your organisation.

8.2

For the avoidance of doubt Ecologi Zero:

8.2.1

calculations are estimations based on a proprietary methodology which incorporates activity-based and spend-based data; and

8.2.2

Outputs are not independently verified.

8.3

The calculations that underpin the assessment are based on:

8.3.1

the data you input into your accounting software about your supply chain;

8.3.2

a comprehensive range of recognised third party data sets which are dynamic in nature and may fluctuate over time; and

8.3.3

activity data, as supplied by your organisation for specified categories of your emissions.

8.4

In order to calculate the emissions from your supply chain, the Platform integrates with your accounting software (e.g., Xero) to create a limited copy (see clause 8.6) of your business expenditure. To enable this process, you will be directed from the Platform to a secure website (controlled and operated by your accounting software provider) to enter your credentials and authorise Ecologi Zero to access this data.

8.5

We never have access to, or store, your accounting software credentials. We are provided with a secure access token by your accounting software provider, which can be used to retrieve your data.

8.6

We only have authorisation to read data from your accounting software and not to create, modify or delete records. We ask you for a start date from which to import your business expenditure from and do not import any transactions that occurred prior to this date. We only use your business transaction data for the purposes of calculating your carbon emissions.

8.7

We ask you to provide us with the “account codes” that you use with your accounting software to identify transactions that are not relevant for the purposes of calculating your organisation’s carbon footprint, including:

8.7.1

salary, wages and payroll;

8.7.2

taxes and VAT;

8.7.3

director payments and loans;

8.7.4

bonus payments; and

8.7.5

commission payments (collectively, “Excluded Account Codes“).

We store these Excluded Account Codes for the purposes of filtering out any transactions associated with these codes so we can prevent them from being processed. The limited data set is downloaded into a temporary file and then all data related to the Excluded Account Codes is discarded and only the remaining data is processed and stored.

8.8

We ask you to provide us with details of your business operations and employee activities in order to make your organisation’s carbon footprint more accurate. We only collect such information when you choose to supply it to us. This includes:

8.8.1

electricity usage at facilities from your utilities bill or smart meter;

8.8.2

energy used for heating and cooling at facilities from your utilities bill or smart meter;

8.8.3

company vehicle distance covered or consumed fuel; and

8.8.4

non-company vehicle distance covered or consumed fuel.

8.9

The User shall have sole responsibility for the legality, accuracy and reliability of all the data and information provided to us and warrants and represents that it has the authority, including all necessary rights, licences, and permissions, to provide access to and upload and permit us to use and process such information and data as a basis for any Outputs, in accordance with this Agreement. We do not verify the accuracy of any data that you provide to us.

8.10

We strive to make sure that Ecologi Zero produces accurate Outputs, however, to the extent that (i) you do not provide accurate information in accordance with this Agreement; or (ii) the datasets we rely on contain errors, you acknowledge that we cannot be held liable for any errors or inaccuracies in the Outputs that arise as a result of such inaccurate or erroneous information being inputted into Ecologi Zero.

9. Fees and payment

9.1

In consideration of us providing the Services, the User must pay the Fees set out in the Order.

9.2

All Fees are payable by the User to us via a Payment Provider. For details of how a Payment Provider may use your personal information, you should refer to their respective privacy policies.

9.3

All amounts payable by the User exclude amounts in respect of value added tax (“VAT”), which the User shall additionally be liable to pay to us at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

9.4

If the User fails to make any payment due under this Agreement by the due date for payment, then, without limiting our remedies under clause 17 (Termination):

9.4.1

For business Users, interest shall be paid on the overdue amount at the rate of 4% a year above the Bank of England’s base rate from time to time in force. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The User shall pay the interest together with the overdue amount; and

9.4.2

For all Users, we may suspend access to the Services until payment has been made in full.

9.5

We may increase the Fees for our subscription offerings, including Ecologi Zero, at any time. If you are an existing subscriber, and changes will take effect during your subscription term, we will provide 30 days written notice to you of any changes to the Fees. For non-subscription marketplace products, we reserve the right to change our Fees without notice.

10. Consumer cancellation rights - This clause 10 only applies to you if you are a consumer.

10.1

You have 14 days from the date of your Order confirmation (referred to at clause 5.3) to change your mind and cancel your Order.

10.2

To cancel your Order, please email us at hq@ecologi.com. To help us process your cancellation more quickly, please include the date of your Order, the Service purchased and your name in the email you send to us.

10.3

We will provide you with a refund of Fees paid as soon as possible and no later than 14 days after the day on which you told us that you want to cancel. We will issue your refund to the same payment method you used when you placed your Order.

10.4

If you are a business User, payment obligations are non-cancellable and we will not be required to refund Fees under any circumstances, except as explicitly set out under this Agreement.

11. User content

11.1

The User shall own all right, title and interest in and to all User Content and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of the User Content.

11.2

The User warrants and represents that it has the authority, including all necessary rights, licences, and permissions, to upload and use, and to permit Ecologi to use and process, the User Content in accordance with this Agreement.

11.3

The User grants Ecologi a worldwide, non-exclusive, irrevocable, royalty free licence during the term of the Agreement to use the User Content for the purpose of providing the Services.

11.4

The User shall indemnify and hold harmless Ecologi from and against all losses, damages, liabilities and claims, arising from or in relation to any third-party claims that the processing and use of the User Content in accordance with this Agreement infringes any third-party Intellectual Property Rights.

11.5

The User grants to Ecologi a non-exclusive, worldwide, perpetual licence to use the User Content and other data information, reports, works, and materials relating to the use of the Services by the User for the purpose of improving the Services and the Platform (or either of them).

12. Intellectual property rights

12.1

All Intellectual Property Rights in and to the Platform, the Services and the Outputs (if applicable), shall belong to and remain vested in (or automatically upon creation shall vest in), Ecologi. Except for the licence granted to the User in clause 12.2, nothing in this Agreement grants to the User or any other person any rights to or in any Intellectual Property Rights in the Platform or the Services.

12.2

Subject to the User paying the Fees when due and complying with this Agreement, we hereby grant to the User a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to access and use the Platform and the Outputs solely for the purposes of receiving our Services during the term of the Agreement.

12.3

To the extent that your use of the Platform results in any modifications, adaptations, developments, or any derivative works of or to the Platform or the Services (“Improvements”), any and all Intellectual Property Rights in and to such Improvements shall immediately vest in and be owned by us.

12.4

Your right to use the Platform is personal to you and you are not allowed to give this right to any other person. Unless expressly permitted by us, you agree:

12.4.1

not to copy, or attempt to copy the Platform;

12.4.2

not to give or sell or otherwise make available the Platform to anybody else;

12.4.3

not to change, edit, modify or attempt to change, edit or modify the Platform in any way; and

12.4.4

not to look for or access the underlying code of the Platform that we have not expressly published publicly for general use.

12.5

We shall indemnify you against any third party claim that the use of the Platform in accordance with this Agreement infringes any third party Intellectual Property Right and shall indemnify you against any amounts awarded against you in judgment or settlement of such claims, provided that: (i) you give us prompt notice of such claim; (ii) you provide us with reasonable cooperation in the defence and settlement of such claim, at our expense; (iii) we have sole authority to defend or settle the claim; and (iv) you make no admission of liability or fault itself or on behalf of us.

12.6

In the defence or settlement of any claim pursuant to clause 12.5 above, we may, at our option and expense, either: (i) procure for the User the right to continue using the Platform in the manner contemplated by this Agreement; (ii) replace or modify the Platform so that it becomes non-infringing; or (iii) terminate this Agreement immediately by providing written notice to the User, without liability to the User.

12.7

Through the Platform, Users may have access to external resources provided by third parties. Users acknowledge and accept that we have no control over such resources and are therefore not responsible for their content and availability. Conditions applicable to any resources provided by third parties, including those applicable to any possible grant of rights in content, result from each such third parties’ terms and conditions or, in the absence of those, applicable statutory law.

13. Personal data

13.1

We will use your personal information only in accordance with our Privacy Policy. Our Privacy Policy describes how we handle the information you provide to us when you use our Platform. You understand that through your use of our Platform you consent to the collection and use of your personal information as set forth in the Privacy Policy.

13.2

For details of how a Payment Provider may use your personal information, you should refer to their respective privacy policies.

14. Liability

14.1

We do not warrant that the:

14.1.1

User’s use of the Services will be uninterrupted or error-free;

14.1.2

Services, Outputs and/or any other information obtained by the User through the Services will meet the User’s requirements; or

14.1.3

Services will be free from Viruses.

14.2

The User acknowledges that (i) the Outputs rely upon information and data provided by the User or obtained by us on behalf of the User and third party information and information which is dynamic in nature and may fluctuate over time, and (ii) we shall not be responsible, and (to the extent permitted by law) we exclude all liability in relation to, all such information.

14.3

The User assumes sole responsibility for the Outputs and any information or results obtained from use of the Platform and Services, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information or data provided to us or obtained by third parties. No other party is entitled to rely on the Outputs, information or results produced by the User through its use of the Platform and Services for any purpose whatsoever.

14.4

The User assumes all risk of loss incurred or sustained by it arising from reliance on the Services and the Outputs, including with respect to applicable law and regulations. The User is solely responsible for ensuring that the Outputs of the Services used for any reporting purposes are used and reported in accordance with all applicable laws and regulations.

14.5

The User acknowledges that Outputs from Ecologi Zero should not be relied upon to substantiate or evidence any environmental or “green” claims the User makes regarding the impact on the environment of its products, services, processes, brands or business. Outputs obtained from Ecologi Zero are only intended for internal use and not for external publication. Except as expressly and specifically provided in this Agreement, all warranties, representations, conditions, and all other terms of any kind whatsoever, whether implied by statute or common law or otherwise are, to the fullest extent permitted by applicable law, excluded from this Agreement. The User acknowledges that the Platform, the Services, the Outputs, are provided to the User on an “as is” basis.

14.6

Nothing in this clause 14 or any other term of this Agreement shall exclude or limit either party’s liability for:

14.6.1

death or personal injury caused by the negligence of its personnel, agents or subcontractors in connection with the performance of their duties hereunder;

14.6.2

fraud or fraudulent misrepresentation; or

14.6.3

any liability that cannot be excluded by applicable laws. 

14.7

In no event shall either party be liable to the other party in contract, tort (including negligence or breach of statutory duty) or otherwise for any loss (whether direct or indirect) of profit, business or revenue, failure to realise anticipated savings or benefits, loss of goodwill, loss of opportunity, wasted management or staff time, or for any indirect or consequential loss, damage, cost or expense of any kind whatsoever and howsoever caused, even if reasonably foreseeable and even it if has been advised of the possibility of such losses or events.

14.8

In no event shall either party be liable to the other party in contract, tort (including negligence or breach of statutory duty) or otherwise for any loss (whether direct or indirect) of profit, business or revenue, failure to realise anticipated savings or benefits, loss of goodwill, loss of opportunity, wasted management or staff time, or for any indirect or consequential loss, damage, cost or expense of any kind whatsoever and howsoever caused, even if reasonably foreseeable and even it if has been advised of the possibility of such losses or events.

15. Confidentiality

15.1

Each party will keep confidential all information supplied by the other party which is marked or asserted as confidential at the time of its disclosure, and shall not without the prior written consent of the other party use, or make any copies, or disclose to any third party the confidential information for any purpose whatsoever except for the purposes permitted or envisaged under this Agreement and only to the extent necessary for those purposes, and each shall inform its employees and contractors of their duty of confidentiality.

15.2

The obligations of confidentiality shall not extend to any part of the confidential information which:

15.2.1

is already known to the recipient prior to its disclosure by the discloser;

15.2.2

is lawfully received by the recipient from a third party;

15.2.3

is published at the date of such disclosure or subsequently through no fault of the recipient;

15.2.4

is independently developed by the receiving party without recourse to the confidential information; or

15.2.5

is required to be disclosed by law to the extent of such required disclosure.

15.3

Each party gives the other its consent to publicise the fact that the parties have a business relationship, but not to disclose the terms of this Agreement except that the parties may individually or jointly make public announcements or press releases about the collaboration, subject to prior approval by both parties.

16. Changes to these terms

16.1

We may amend these Terms from time to time. We may, in the following circumstances, have to change the Terms without telling you beforehand:

16.1.1

to reflect changes in laws and regulatory requirements which apply to the Platform and Services, where such changes require us to change the Terms in a manner which does not allow us to give reasonable notice to you; and

16.1.2

to address an unforeseen and imminent danger related to defending Ecologi, or Users from fraud, malware, spam, data breaches or other cybersecurity risks.

16.2

We may also make other changes to any part of the Terms, and we will give you reasonable notice of such changes by placing a notice on our Platform or by sending you an email.

16.3

You should check our Terms often to stay informed of any changes that may affect you. You will need to accept the changes to the updated Terms in order to continue to use our Platform and Services.

17. Termination

17.1

This Agreement will begin on the date your Account is activated and will continue until terminated by us or you, as provided in this clause.

17.2

Without affecting any other right or remedy available to it, we may suspend the performance of the Services, suspend access to your Account, or terminate this Agreement with immediate effect by giving written notice to the User:

17.2.1

if we decide to discontinue the Platform and/or Service;

17.2.2

if the User commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fail to remedy that breach within 30 Working Days of being notified in writing of the breach (or such additional cure period as the non-defaulting party may authorise);

17.2.3

if the User fails to pay any amount due under the Agreement on the due date for payment;

17.2.4

if any corporate voluntary arrangement or other composition with creditors is made by the User or a petition for winding up is filed by or against the User or the User enters into voluntary liquidation or a receiver, administrative receiver, administrator or similar officer is appointed to take charge of all or a substantial part of the User’s property or if the User takes or suffers any analogous procedure under applicable law; or

17.2.5

at our discretion and without reason, for example, where the User is guilty of substantial and unremediated misleading environmental claims, such that amount to greenwashing.

17.3

We can also end our agreement with you and your use of the Platform and Services at any time without giving you a reason by giving you at least 30 days’ notice.

17.4

Users can terminate their Account and stop using the Services at any time by going to their profile page on the Platform, selecting Account > Manage subscription from the left hand menu and (at the bottom of the page) clicking on the ‘Close my account’ button.

18. Consequences of termination

18.1

On termination or expiry of this Agreement for any reason the User shall immediately pay to us all of our outstanding unpaid Fees and any interest.

18.2

Termination of the Agreement shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Agreement that existed at or before the date of termination.

18.3

Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

19. Miscellaneous

19.1

Assignment and other dealings Neither party may assign, subcontract, sublicense or otherwise transfer any of its rights or obligations under the Agreement without the prior written consent of the other party.

19.2

Force Majeure. For the purposes of this Agreement a “Force Majeure Event” shall mean any circumstance not within a party’s reasonable control including, without limitation, acts of God, flood, storm, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination, any law or any action taken by a government or public authority, including without limitation imposing restrictions on travel and health warnings, fire, explosion or accident. We shall not be responsible for failure to fulfil its obligations hereunder due to a Force Majeure Event that directly or indirectly delays or prevents its timely performance hereunder, including but not limited to any Force Majeure Event that affects a Project. Dates or times by which we are required to render performance under this Agreement shall be postponed automatically to the extent that we are delayed or prevented from meeting them by such causes. If the Force Majeure Event prevents, hinders or delays our performance of its obligations for a continuous period of more than 30 days, we may terminate this Agreement by giving 30 days’ written notice to the User.

19.3

Waiver. No failure or delay by a party to exercise any right or remedy provided under the 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.

19.4

Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.

19.5

Third party rights. No one other than a party to this Agreement and their permitted assignees shall have any right to enforce any of its terms.

19.6

Entire Agreement. Subject to any bespoke agreement that is agreed between the parties in writing (which shall take precedence over this Agreement), this Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

19.7

Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

19.8

Notices. Any notice or other communication given to a party under or in connection with the Agreement shall be in writing, addressed to that party at its registered office (if it is a User) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or fax or email. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address specified by the other party; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Working Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one Working Day after transmission. The provisions of this section shall not apply to the service of any proceedings or other documents in any legal action.

19.9

Governing Law and Jurisdiction. The construction, validity and performance of the Agreement shall be governed in all respects by English law, and the parties agree to submit to the non-exclusive jurisdiction of the English courts.

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