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The team did a great job,
they had excellent understanding
of our needs and even gave us some
good ideas we implemented too!
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(The Bath Business Club)
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 | |  | | | CODE AJAX SOLUTIONS TERMS AND CONDITIONS
INTRODUCTION
1 Our business is continually evolving and as such we reserve the right to change our Terms and Conditions when necessary. It is your responsibility to ensure that you are up to date with all of our Terms and Conditions and you should check this website from time to time to review the current Terms and Conditions. Certain provisions of our Terms and Conditions may be superseded by expressly designated legal notices or terms located on particular pages at this Website.
2 Revisions of these Terms and Conditions shall take effect immediately after publication on the Code Ajax website.
3 Your signature on a printed copy of this agreement is not required in order for the agreement to be legally binding on you. Your use of the services shall constitute a virtual signature, having the same force and effect as if you had actually signed a printed copy of this agreement.
DEFINITIONS
4 "us, our, we": Code Ajax Limited, a company registered in England and Wales, company registration number: 6380070. Registered office: Bank House, Southwick Square, Southwick, West Sussex, BN42 4FN who are the services supplier.
5 "you, your": the client (including any employees, subcontractors or agents working on your behalf) being the purchaser of the services, who enters into this agreement with us.
6 “the services”: the consultancy, internet and software services and work as agreed to verbally or in writing between you and us from time to time and that we have agreed to perform at your reasonable direction.
APPOINTMENT AND TERMINATION
7 You agree to appoint us as your sole supplier to perform the services.
8 You undertake not to use any other supplier or to perform the services internally.
9 Either party may give written notice to terminate this agreement if the other:
9.1 fails to pay any amount due hereunder
9.2 commits a material breach of this agreement which is not remedied within 14 days of being required to do so in writing
9.3 has an administration order made or a resolution passed for its winding up or has a provisional liquidator appointed, goes into liquidation or has a receiver or administrator appointed or is unable to pay any of its debts within the meaning of Section 123 of the Insolvency Act 1986, or if any voluntary arrangement is proposed under Section 1 of the Insolvency Act 1986
10 Upon termination of the services:
10.1 you will be responsible for entering into appropriate licences with Third Party Copyright owners and meeting the costs thereof
10.2 you will be liable for the any charges as either originally or amended in writing estimated or quoted by us and other related expenses incurred and pay us for all the services performed up to the date of termination by us and we shall provide to you any materials for which you have so paid
10.3 each party shall return to the other all materials and property including proprietary data which has been provided to it for the purposes of this agreement and / or the services
RESPONSIBILITIES AND OBLIGATIONS
11 Subject also to the terms listed in the remainder of this agreement you:
11.1 understand and agree that it is your exclusive responsibility to ensure that the parameters of a the services are fully reflected in the specification or modifications and the consequences of any failure so to do, financial or otherwise, will be for your sole account
11.2 shall appoint staff acceptable to us, which acceptance shall not be unreasonably withheld, and undertake to channel all contact with us during this agreement through these staff
11.3 will not hinder us and provide full co-operation
11.4 will make available as soon as is reasonably possible to us all materials required to complete the services to the agreed standard and within agreed timescales
11.5 will provide to us in a timely manner all assistance and information and materials which we may reasonably request for the performance of the services, and understand and agree that we will not be liable for delays in performance caused by any delay or failure to provide same to us
11.6 will co-operate with us and comply with any agreed procedures and not to withhold or delay approvals unreasonably
11.7 will make available to us such office and secretarial services as may be necessary for the services
11.8 will provide and be responsible for any data or information relating to your own products and services and for services necessary for the provision of the services
11.9 will not modify requirements once they have been agreed and the services have commenced
11.10 understand and agree that, if you do wish to modify or add to requirements, such modifications or additions may change the price of the services
11.11 understand and agree that we will not be responsible for any delays to the services caused by such modifications or by any circumstances that are not within our reasonable control
11.12 understand and agree that any modifications or additions to the services will be carried out at our discretion
11.13 understand and agree that we accept no responsibility to ensure such modifications or additions are error free and reserve the right to charge an according amount for any correction to these or further modifications or additions
11.14 understand and agree that we will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines
11.15 understand and agree that we supply the services for contracted time not for a specific task
11.16 understand and agree that your approval of copy, layouts, creative and artwork whether physical or electronic will be sufficient authority for us to purchase the agreed production materials and prepare proofs, and your approval of proofs will be sufficient authority for us to publish such materials
11.17 understand and agree that your approval of television, cinema and radio scripts and / or storybooks, website layouts and advertising copy will be sufficient authority for us to enter into production contracts [and engage performers] and your approval of films and recordings will be sufficient authority for us to transmit
11.18 understand and agree that your approval of schedules and estimates will be sufficient authority for us to make necessary reservations and contracts for space, time and other facilities
11.19 agree to exercise due diligence in your directions to us regarding preparation of materials and must be able to substantiate all claims and representations. You are responsible for all trademarks, service mark, copyright and patent infringement clearances. You are also responsible for arranging, prior to publication, any necessary legal clearance of materials we prepare
11.20 understand and agree that you must make sure that any critical functionality you require from any software is included prior to confirming an order and that you take responsibility for the suitability, accuracy, utility or function of any software used in the services. You understand and agree that all licenses and warranties are as provided by the software originators
11.21 understand and agree that your verbal instructions, signed order form, order acknowledgement or purchase order or email are sufficient for us to proceed with any activity on your account including the purchase of media the purchase and installation of software and that you are liable for any price of media, software and support agreements
11.22 understand and agree that you will be assumed to have read, understood, approved and agreed all software licensing terms and conditions if we purchase or install software on your behalf. If we have to agree to an end user license agreement on installing software on your behalf then you have fully accepted any such end user license agreement
11.23 understand and agree that you will provide or seek any information, additional software, support or co-operation pertaining to the server required in order for the application(s) to be correctly developed / deployed
11.24 understand and agree that you are responsible for testing fully any application or programming relating to a site developed by us before it is available for use. If you discover any errors after a site goes live, we will endeavour, but are not obliged, to correct these issues to meet the standards of function outlined in the brief
11.25 understand and agree that you shall be deemed to have accepted a website unless within 14 days of the date of such notification, you notify us to the contrary in writing and specify in such notice the grounds for not accepting the website. You shall not refuse to accept the website unless it substantially fails to conform to the functionality requirements detailed
11.26 understand and agree that you shall be deemed to have accepted a website if the website is made live and accessible by your customers or end-users
11.27 accept that you bear sole responsibility for the content of all material on your website whether posted on the website by you, or on your behalf by another person (whether us or a third party)
11.28 confirm that the specific representation of your marketing and advertising whether as web pages or other services are not:
11.28.1 pornographic, sexist, extremist or glorifications of violence
11.28.2 in violation of good taste nor national or international law
11.28.3 in violation of trademark, patent or other third party rights and
11.28.4 that if they are we may terminate any campaign and that you will immediately pay any and all fees due under this agreement
11.29 understand and agree that if you purchase hosting services via us to abide by the terms of the agreement we have with our suppliers a copy of which will be made available on request
11.30 represent and warrant that with regard to any email product or service provided you will:
11.30.1 not use it for the sending of unsolicited email (sometimes called "spam")
11.30.2 only use it for lawful purposes
11.30.3 not access or otherwise use third parties mailing lists
11.30.4 agree to import, access or otherwise use only lists for which all listed parties have consented to receive correspondence from you
11.30.5 never share, sell, or rent individual personal information with anyone for their promotional use without any subscriber's advance permission or unless ordered by a court of law
11.30.6 respect recipients’ time and attention by controlling the frequency of mailings
11.30.7 understand and agree that not all messages sent through use of the email product or service will be received by their intended recipients
11.30.8 ensure that all emails sent by you contain a working unsubscribe link that allows the recipient to remove themselves from your mailing list
11.30.9 monitor and process unsubscribe requests received by you directly within 10 days of submission, and update the email addresses to which messages are sent
11.31 undertake to keep secure from third parties any passwords issued to you by us in connection with any services or hosting
11.32 undertake fully to virus-check all data supplied to us
11.33 understand and agree that any timescales or target dates are not binding and are for guidance purposes only
11.34 understand and agree that during the term of the services and for a period of two (2) years thereafter, you shall not, without our prior written consent offer employment to or enter into any contract for services with any of our employees or subcontractors (or individuals employed or sub-contracted to such companies) who have provided the services. If this clause is breached then you agree to pay us a fee equivalent to twice the particular individual’s gross annual remuneration package (ex VAT) which will be payable immediately upon the breach
11.35 undertake to pay all taxes, fees, levies and duties whether for import or otherwise arising in any part of the world in connection with the services. If both parties agree, we may pay any such sums, and you undertake to reimburse such sums to us immediately on demand
11.36 undertake that if we provide the services for a customer of yours, you:
11.36.1 will make no guarantees, warranties or representations in excess of those contained herein in relation to the services
11.36.2 will indemnify us against any claims relating to any guarantees, warranties or representations so made by you
11.36.3 will procure that your customer performs such obligations hereunder are as relevant to enable the services to be completed
11.36.4 will ensure that your customer understands and agrees to these terms and conditions
11.36.5 understand and agree that we will not be liable or become involved in any disputes between you and your clients or customers
11.37 understand and agree that we may immediately disable your access to the services without refund if we believe in our sole discretion that you have violated any of the policies listed above or elsewhere in this agreement
11.38 will not, directly or indirectly:
11.38.1 reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the services or any software, documentation, or data related to the services
11.38.2 remove any proprietary notices or labels from the services or any software, modify, translate, or create derivative works based on the services or any software
11.38.3 copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the services or any software
11.39 understand and agree that in the event of cancellation by you, goods, services and licences already contracted for by us in relation hereto must be paid for by you
11.40 understand and agree that your rights and obligations under this agreement are personal to you and may not be assigned, transferred, charged, licensed, sub-contracted or otherwise delegated, transferred or disposed of in whole or in part. However, in the event that you wish to assign your rights because of change of ownership or business development, you may assign your rights hereunder to a third party with our prior agreement, such agreement not to be unreasonably withheld
12 We will:
12.1 exercise reasonable care and skill in providing the services. All other warranties or conditions whether express or implied, relating to quality of the services are excluded
12.2 use reasonable endeavours to complete the services within the timescales set
12.3 attempt to promptly advise you of any potential or actual delays
12.4 attempt to inform you as soon as reasonably possible about any circumstances that are likely to prevent us from completing the services within the timescales set out
12.5 comply with relevant safety and other legislation or regulatory requirements that apply to the services
12.6 use reasonable endeavours to respond to any request for support in relation to a recognised emergency or fault
12.7 use reasonable endeavours to ensure that a website and any scripts or programs are free of errors and when it has in our opinion of been completed, we will notify you in writing and provide you with an opportunity to test the website
12.8 use reasonable endeavours to ensure that software products are problem free
12.9 use reasonable endeavours to ensure that any developed / designed site or application will function correctly on the server on which it is installed and that it will function correctly when viewed with the most popular version of the web browsing software Microsoft Internet Explorer and to an acceptable level with Mozilla browsers. We can offer no guarantees of correct function with all browser software
12.10 include a web beacon to allow you to determine the number of people who open your emails. When a subscriber clicks on a link in an email, we may record this individual response to allow you to customize your offerings. Web beacons collect only limited information, such as a cookie identifier, time and date of a page being viewed, and a description of the page on which the Web Beacon resides (the URL). Web Beacons can be refused when delivered via email. If anyone dooes not wish to receive Web Beacons via email, they will need to disable HTML images or refuse HTML (selecting text only) emails via their email software
12.11 use reasonable endeavours whilst reselling or recommending hosting companies to ensure that they are of sound reputation but make no guarantees as to availability or interruption
12.12 agree that during and after termination of this agreement, all the financial details supplied to us by you for the purpose of our services will be kept confidential
12.13 take all reasonable steps to comply in the event that you request in writing any cancellation or amendment to services in progress if we can do so within our contractual obligations with media and suppliers. If this is not possible, you agree that you will reimburse us for:
12.13.1 any charges or expenses to which we are committed
12.13.2 services in progress
12.14 be entitled to subcontract any or all of the services to suitably qualified personnel or organisations. In this event, our rights and obligations hereunder shall not be diminished
13 We retain the right at all times after reasonable consultation with you to refuse to post any material and to suspend the availability of a website and place a prominent notice on the website where an allegation of defamation or Intellectual Property Right infringement is made by a third party or place a link on a website to another website containing the alleged version of events and / or to remove any material already appearing on a website which, in our opinion may under the laws of any jurisdiction from which it is possible to access the relevant website:
13.1 be illegal, illicit, indecent, obscene, defamatory, infringing of third party rights (of whatever nature and including, without limitation, any Intellectual Property Rights)
13.2 be in breach of any applicable regulations, standards or codes of practice (notwithstanding that compliance may not be compulsory)
13.3 harm our reputation in any way
14 Our rights to suspend a website and / or remove content under shall be without prejudice to your sole responsibility for content of a website and to the warranties given by you relating to that content. Posting of material by us on a website shall not under any circumstances constitute a waiver of any of our rights in relation to such material or of any breach of your obligations.
INTELLECTUAL PROPERTY
15 All copyright and intellectual property rights in all services written, provided or produced by us for the services does vest or shall vest solely in us immediately and unconditionally upon being developed, produced or written and remains our copyright and may only be commercially reproduced or resold with our permission unless the rights have been assigned by us to you.
16 If you request and on payment of an agreed sum and provided that all obligations arising from this agreement (including those relating to payment and the period of notice) have been met, we may agree to assign such copyright and other intellectual property rights as we do hold to you on termination of this agreement.
17 For avoidance of doubt, we shall retain the copyright and other intellectual property rights in any material contained in any presentation or submission prepared by us for you.
18 The copyright and other intellectual property rights in all software programs used to process data and lists shall remain our exclusive property.
19 You acknowledge and agree that any identifiable and original idea or concept presented by us in relation to any promotion or campaign invented or developed by us shall be available only for such a promotion or campaign and shall not be used for any other purposes whatsoever without our express prior agreement given in writing.
20 The copyright and other intellectual property rights in creative services commissioned by us from third parties will normally vest in the supplier. We will use reasonable endeavours to ensure appropriate usage rights in respect of this material. If required, and at your expense, we shall use reasonable endeavours to obtain extended rights or assignment of copyright and other intellectual property rights.
21 You take responsibility for any copyright infringements caused by materials submitted by you to us. We reserve the right to refuse any material of a copyrighted nature unless you give adequate proof of permission to use such material.
22 You agree to indemnify us against all damages, liabilities, costs and expenses which we may incur or sustain including the costs of defending any suit arising from the use of any materials or data provided by or on your behalf or any act or omission by you, your employees or agents.
23 You grant licences and consents to us without charge to use your Intellectual Property Rights to the extent necessary for the purpose of this agreement.
PROTECTION AND CONFIDENTIALITY
24 Even where no services are agreed, the ideas and concepts presented to you shall remain strictly confidential and you shall not use them in any way, including communication to any third party, without our express prior consent.
25 We acknowledge a duty not to disclose without your permission during or after the term of appointment, any confidential information resulting from studies or surveys commissioned and paid for by you. You, in turn, acknowledge our right to use as we see fit any general marketing or advertising intelligence in the field of your product or service, which we have gained in the course of our appointment.
26 During the period of this agreement and at all times thereafter, each party shall treat as confidential and not reproduce or disclose to any other party all information, including but not limited to:
26.1 software programs whether in source or object code format
26.2 technical data
26.3 correspondence
26.4 the details of this agreement or the services or estimates and
26.5 other material which is stated to be the confidential and / or trade secret information of the other party or which may be reasonably presumed to be so
27 Each party shall safeguard such information to the same extent that it safeguards its own confidential and proprietary information and in any event with not less than a reasonable degree of protection.
28 Notwithstanding the foregoing, we shall be entitled to provide to third parties such information as is necessary for it to perform their obligations in relation to the services, or as may be required by law.
29 The obligation of the parties not to disclose information shall not apply to:
29.1 information which was already in the public domain or
29.2 in the rightful possession of the other party, at the time of its disclosure or
29.3 which is disclosed as a matter of right by a third party or
29.4 which passes into the public domain by acts other than the unauthorised acts of the other party
30 Both parties agree that in the event of a breach of confidentiality, money or damages may not be an adequate remedy, and therefore, in addition to any other legal or equitable remedies, either party shall be entitled to seek injunctive relief to prevent an anticipated breach of confidentiality.
31 Within ten (10) days of the completion of the services, each party shall return all originals and any copies thereof of any confidential information of the other party
TERMS OF BUSINESS FOR MEDIA
32 For the avoidance of doubt, we regard consumables, domain names and website hosting as media.
33 If we purchase media on your behalf, unless otherwise stated, we make contracts with the media and suppliers in accordance with their standard conditions and prices.
34 Your rights and liabilities shall correspond to those between us and the various media and other suppliers under such standard conditions.
35 If you purchase media then you are responsible for ensuring that it is fit for purpose and meets any technical specifications demanded by any software, programs or processes.
CHARGES
36 We charge based on the following:
36.1 time, services and materials including but not limited to:
36.1.1 the time spent on the matter
36.1.2 the importance and value of the matter to you
36.1.3 the complexity of the matter or the difficulty or novelty of the issues raised
36.1.4 the skill, labour, specialist knowledge and responsibility involved
36.1.5 considering facts relevant to your strategy and campaigns
36.1.6 reading and considering relevant information and the number and importance of the documents prepared or perused
36.1.7 creative and development services
36.1.8 the place where and the circumstances in which the matter or any part of it is transacted
36.1.9 personal and telephone attendances on you and on your behalf
36.1.10 correspondence with you
36.1.11 attendances upon, dealing with and instructing third parties
36.1.12 time spent travelling
36.2 Postage, other transportation charges, telecommunications charges and copying costs especially incurred in carrying out your instructions and safeguarding your interests charged at net cost.
36.3 Travel, subsistence and hotel expenses of our employees or sub-contractors especially incurred in carrying out your instructions and safeguarding your interests charged at net cost.
36.4 All goods and services, purchased by us on your behalf will be subject to a minimum mark up of 17.65%.
37 Services on weekends or bank / public holidays will be charged at double time
TERMS OF PAYMENT
38 We will not publish in media nor assign intellectual property until cleared funds are available to us. For the avoidance of doubt, we regard print, face to face staffing and consumables, domain names, website hosting and pay per click advertising as media.
39 When you commission services other than media, a deposit of 30% of the estimate is required from you. We will then bill you for ongoing costs. You are obliged to pay any outstanding balance in full once the services are completed.
40 You must pay outstanding accounts for services carried out by us or on our behalf in full no later than 7 days from the date of the invoice. We may contact you via email and telephone to remind you of such payments if they are not received when due.
41 Until payment is received for all outstanding bills and for unbilled services in progress, we may exercise a lien or charge over certain property belonging to you which has come into our possession in the course of our engagement and access to online media may be denied and / or online media removed.
42 We reserve the right to terminate or suspend the services if you are overdue with payments at any time.
43 For the purposes of this agreement time of payment shall be of the essence.
44 If you attempt to pay by means of a cheque which is not honoured by your bank for any reason whatsoever, you will be liable for an administration charge of £25, and we may suspend the services at our discretion. The same fee’s also apply if you wrongly request a chargeback if paying by credit card.
45 If at any time you fail to meet the standard of creditworthiness deemed acceptable by us from time to time, we shall be entitled to do all or any of the following:
45.1 require you to make such regular instalment payments in advance on account of any future charges as we deem necessary.
45.2 impose credit limits on you in respect of Charges, and to suspend the Service at any time when such limits are reached until payment in full of such outstanding charges.
45.3 impose such other restrictions on your right to use the services as we shall reasonably deem necessary.
46 In the event that we do not receive payment on the due date, we will charge you interest at the rate of 4% above the base rate of HSBC Bank plc from the date the payment was due to the date we receive payment.
47 Following consistent non-payment of an invoice our solicitors may contact you with a view to taking the matter further and if need be to seek payment through legal procedures and if necessary court summons.
LEGAL LIABILITY AND OTHER CLAIMS
LIMITATION OF LIABILITY
48 We shall provide the services in a professional manner with due care, skill and competence at a level commensurate with industry standards. No warranty or guarantee is given that the services will be successful in whole or in part. We shall not be liable for any indirect, consequential, special or incidental loss or damage suffered by you or any third party, including loss of property, of data or of profits even if we have been advised of the possibility of such damage arising directly or indirectly from the provision of the services. Our liability to you or any third party, for a claim of any kind arising as a result of or related to any product or service, whether in contract, in tort (including negligence or strict liability) or otherwise, under any warranty, condition or guarantee or otherwise, shall be limited to monetary damages and the aggregate amount thereof for all claims relating to any particular service or product provided shall in any event be limited to a sum equivalent to the aggregate amount paid to us under the relevant service or for the relevant product which gave rise to the claim. You will indemnify us against any claim that exceeds this figure. This limit will not apply in the case of death or personal injury caused by our negligence. You may bring no action, regardless of form, more than one (1) year after the events that gave rise to the cause of the action.
49 We shall not be liable to you for any delay in, or omission of, publication or transmission or any error in any advertisement, nor delay in posting or delivery, in the absence of default or neglect on our part.
50 We shall have no liability to you with regard to the results or otherwise of the services provided and we in no way guarantee that the services will benefit you in any way.
51 Notwithstanding anything contained in the agreement, we will not be liable for any increased costs, loss of profits, consequential, economic, or indirect loss arising in any way in connection with the performance (or non performance) of the obligations related to this agreement.
YOUR INDEMNITY TO US
52 You will indemnify us against any loss incurred as the result of any civil claims or proceedings brought against us based upon any advertising and other services prepared for you by us and approved by you before publication.
53 You agree that you shall be liable for, and hereby agree to indemnify us on demand in respect of any and all demands, liabilities, losses, costs and claims (including reasonable legal fees) sustained or incurred by us, our agents, suppliers, resellers, our customers, officers or employees, and arising as a result of breach by you, your employees, agents or sub-contractors, or any person with whom you share the services.
GENERAL PROVISIONS
54 Neither party shall be liable for any loss suffered by the other or be deemed to be in default for any delays or failures in performance hereunder resulting from acts or causes beyond its reasonable control, or from any acts of God, acts or regulations of any governmental or supra-national authority, war or national emergency, accident, fire, riots, strikes, lock- outs, labour troubles, illness, labour or transportation difficulties, inability to obtain export or import licences, failure or fluctuation of electric power, air conditioning or humidity control and such party shall be entitled (subject to giving the other party full particulars of the circumstances in question and to using its best endeavours to resume full performance without avoidable delay) to a reasonable extension of time for the performance of such obligations.
55 We reserve the right to refuse to handle in any way, material which may be deemed offensive, illegal or in any way controversial
56 Our employees or agents are not authorised to make any representation concerning the services unless confirmed by us in writing, and you cannot rely on any representations which are not so confirmed.
57 No variation in these terms shall be valid against us unless made in writing and signed by an authorised signatory.
58 Any notices or other communication required to be given under this agreement shall be given in writing and sent by recorded delivery mail or facsimile transmission confirmed by hard copy letter to the address of the relevant party as given in the quotation and shall be deemed received forty-eight (48) hours after dispatch.
59 The waiver or failure of either party to exercise in any respect any right or remedy pursuant to this agreement shall not be deemed a waiver of any further rights or remedies.
60 The relationship between you and us is that of independent contractors and nothing in this agreement shall be construed to:
60.1 give either party the power to direct or control the activities of the other party
60.2 constitute the parties as employer and employee, principal and agent, partners, joint venturers, co-owners or otherwise participants in any joint undertaking
60.3 allow either party to create or assume any obligations on behalf of the other party for any purpose
61 In the event of any conflict between the provisions of this agreement and any purchase order or other document issued by you the provisions of this agreement shall prevail.
62 The parties shall attempt to resolve any dispute (other than for payments due to us) arising out of or relating to this agreement through negotiations between senior executives of the parties, who have authority to settle the same. If the matter is not resolved by negotiation within 30 days of receipt of a written 'invitation to negotiate', the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (ADR) procedure, or in default of agreement, through an ADR procedure as recommended to the parties by the President or the Vice President, for the time being, of the Chartered Institute of Arbitrators. If the matter has not been resolved by an ADR procedure within 60 days of the initiation of that procedure, or if any party will not participate in an ADR procedure, the dispute may be referred to arbitration by any party. The seat of the arbitration shall be England and Wales. The arbitration shall be governed by both the Arbitration Act 1996 and Rules as agreed between the parties. Should the parties be unable to agree on an arbitrator or arbitrators, or be unable to agree on the Rules for Arbitration, any party may, upon giving written notice to other parties, apply to the President or the Vice President, for the time being, of the Chartered Institute of Arbitrators for the appointment of an Arbitrator or Arbitrators and for any decision on rules that may be necessary. Nothing in this clause shall be construed as prohibiting a party or it's affiliate from applying to a court for interim injunctive relief.
63 The headings of this agreement shall not affect its interpretation.
64 The agreement represents the complete and exclusive statement of the agreements concerning between the parties and supersedes and replaces all prior communications, drafts, contracts, representations, warranties, undertakings and agreements of whatever nature whether oral or written, between the parties.
65 If any court or administrative body of competent jurisdiction shall find any provision of this agreement to be invalid or unenforceable it shall be considered severable and the invalidity or unenforceability of such provision shall not affect the other provisions of this agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.
LAW
66 This agreement is subject to the law of England and Wales and the parties agree to submit to the jurisdiction of the Courts of England and Wales in respect of any dispute or difference arising under the agreement. | |  | |  | | |
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