This API Licence Agreement, as may be updated from time to time, (“Licence“) applies where you use our API (as defined below). By clicking on the “accept” button, you accept and agree to the terms of this Licence and bind yourself and the business or entity that you represent to it. The terms of this Licence include, in particular, limitations on liability in clause 9. If you do not accept this Licence (or any part of it) you may not access or use our API. We may update this License at anytime, the current version of the License shall be contained at https://www.liberis.com/api-licence-agreement/.
You may not access or use the API if you are prevented from doing so under applicable laws of any territory, including the territory in which you are resident.
1.1 The following definitions apply to this Licence:
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. For the purposes of this definition, “Control” means direct or indirect ownership or control of more than 50% of the voting interests in the subject entity;
“API” means the Liberis application programming interface, as further described in the Specification and/or the API Documentation, made available to you by Liberis including, without limitation, through https://api.us.liberis.com or https://api.us.liberis.com as each may be updated from time to time by incorporation of a Maintenance Release or Feedback;
“API Call” means each call from an Application via the API to interact with the Liberis Product.
“API Data” means all data published or made available through the API, along with any related metadata.
“API Documentation” means the API documentation made available to you by Liberis from time to time, including, without limitation, through https://liberis-api-v2.readme.io/reference/how-to-guide;
“API Key” means the security key Liberis makes available from time to time for you to access the API;
“API Limits” means the restrictions provided or published by Liberis from time to time;
“Application” means any applications developed by you (or on your behalf), to interact with the API;
“Authorised User” means any users authorised by Liberis in writing to access the API on your behalf via the API Key;
“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
“Customer System” means the Application, together with any other network and information systems (including any hardware, software and other infrastructure) and processes operated by you (or on your behalf) that is used to access the API, make an API Call or otherwise communicate or interact with the Liberis Product;
“Data Protection Legislation” means the UK DP Laws and any other European Union or other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);
“Derived Data” means data created by you or an End User, now or in future, which has benefited from, derived from, relied on or made any use of, the API or the API Data (including, without limitation, where you or End User has created data by modifying, re-formatting, analysing or performing searches, look ups and/or enquiries using the API or the API Data);
“End Users” means the Authorised Users, together with any other individuals (such as your employees, contractors or agents) whom you enable to use or access the API;
“Fee” means the licence fee, where applicable, payable by you to us hereunder;
“Feedback” means all current and future suggestions, comments or other feedback regarding the API or the API Data provided by you (or on your behalf);
“Intellectual Property Rights” or “IPR” means patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (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;
“Liberis Brand Guidelines” means the brand usage guidelines Liberis may provide or publish from time to time;
“Liberis Marks” means Liberis’ proprietary trade marks, trade names, branding, or logos made available for use in connection with the API or the API Data pursuant to this Licence;
“Liberis Product” means Liberis’ business products and services, as well as its proprietary software;
“Maintenance Release” means a release of the API that corrects faults, adds functionality or otherwise amends or upgrades the API, but which does not constitute a New Version;
“New Version” means any new version of the API which from time to time is released by Liberis in the course of its normal business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product;
“Specification” means the API specification made available to you by Liberis from time to time;
“UK DP Laws” means all applicable data protection and privacy legislation in force from time to time in the UK which may include the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended from time to time.
“Virus” means any thing or device (including any software, code, file or program) 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 program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program 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;
“Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly;
“we“, “us“, “our” or “Liberis” means Liberis Limited, incorporated and registered in England and Wales with company number 05654231 whose registered office is at 11th Floor 1 Lyric Square, London, United Kingdom, W6 0NB; and
“you” or “your” means the individual, business or entity accepting this Licence.
1.2 A reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts.
1.3 Other technical expressions relating to computers and/or software programs shall have the meaning commonly attributed to them in the computer and IT industry.
1.4 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.5 Clause headings shall not affect the interpretation of this Licence. References to clauses are to the clauses of this Licence.
1.6 A reference to writing or written includes email but not fax.
2.1 Subject to your compliance with all of the provisions of this Licence, and in consideration of payment of the Fee (where applicable), we grant each of your Authorised Users a limited, non-exclusive, worldwide, royalty free, revocable, non-assignable, non-transferable, personal licence during the term of this Licence, and solely in accordance with the Specifications and API Documentation:
2.1.1 to access the API via the API Key only, solely for the purposes of:
(a) internally developing and testing the Applications that will communicate and interoperate with the Liberis Product; and
(b) making API Calls in compliance with the API Limits.
2.1.2 to display the API Data received from the API, together with any Derived Data, within the Application;
2.1.3 to display certain Liberis Marks in compliance with the Liberis Brand Guidelines solely in connection with the use of the API and the API Data.
2.2 You acknowledge and agree that:
2.2.1 we own all right, title and interest in and to the API, the API Data, the API Documentation & Specification and the Liberis Marks, and all IPR therein;
2.2.2 all Intellectual Property Rights in any Derived Data and Feedback shall vest in Liberis on creation, and you hereby assign to us absolutely with full title guarantee (by way of present and, where appropriate, future assignment) all such Intellectual Property Rights. Where such Intellectual Property Rights do not automatically vest in Liberis, you will undertake all required actions to effect the assignment to Liberis; and
2.2.3 neither you, nor any of your Authorised Users, are granted any rights hereunder with respect to any other Liberis products or services, other than the API.
2.3 We reserve all rights not expressly granted under this Licence.
2.4 This Licence shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Licence.
3.1 You shall:
3.1.1 obtain an API Key from Liberis;
3.1.2 without affecting your other obligations under this Licence, comply with all applicable laws and regulations with respect to your activities under this Licence;
3.1.3 ensure that you provide us with full and accurate registration information upon registration for access and use of the API and during the term of this Licence;
3.1.4 maintain your user credentials (including, but not limited to, the API Key and all log-in information) securely and in confidence. You remain fully responsible for all use of, and access to the API using the API Key and all other user credentials. In the event of any unauthorised access to or use of your credentials, or that of any Authorised Users, you will immediately inform Liberis, who will take such actions as it deems necessary in it sole and absolute discretion;
3.1.5 ensure that the number of End Users does not exceed the number of Authorised Users specified by us from time to time;
3.1.6 carry out all of your obligations under this Licence in a timely and efficient manner (and in the event of delays we may adjust any agreed timescale as reasonably necessary);
3.1.7 keep complete and accurate records to demonstrate your compliance with the terms of this Licence (including without limitation records of your End Users, your Application development activities and / or your general use of the API and the API Data), and shall promptly provide us with such records upon request, together with such other co-operation as we may reasonably require from time to time; and
3.1.8 immediately notify us as soon as you become aware of any unauthorised use of the API or the API Data.
3.2 You shall not (and shall not permit anyone else to):
3.2.1 make API Calls in excess of the API Limits;
3.2.2 remove any proprietary notices from the API or the API Data;
3.2.3 work around any technical limitations in the API or the API Data;
3.2.4 use the API or the API Data in any manner or for any purpose that infringes, misappropriates, or otherwise infringes any Intellectual Property Right or other right of any person, or that violates any applicable law;
3.2.5 other than as otherwise expressly set out in this Licence, distribute, redistribute, make copies of, sell or otherwise commercially exploit the API, the Liberis Product or the API Data or any products and / or services incorporating the results retrieved using the API or via an API Call;
3.2.6 copy, adapt, reverse engineer, decompile, disassemble or make error corrections to the API or the Liberis Product (in whole or in part) other than (and only) to the extent that applicable law expressly permits or with our prior written consent;
3.2.7 combine or integrate the API or the API Data with any software, technology, services, or materials not approved in advance by us;
3.2.8 access or use (or permit access or use of) the API, the API Data or the Liberis Product for any immoral, illegal or any other purpose which may be threatening, abusive, harmful or which violates the terms of this Licence including but not limited to:
(a) the creation, transmission or introduction of any Virus or Vulnerability;
(b) designing or permitting the Application to disable, override or otherwise interfere with the Liberis Product and / or any Liberis-implemented communications to end users, consent screens, user settings, alerts, warnings, or the like;
(c) attempting to cloak or conceal your identity or the identity of the Application when requesting authorisation to use the API or making an API Call;
3.2.9 circumvent technological measures to prevent direct database access, nor manufacture tools or products to that effect nor build conversion functionality that converts any end user data from the Liberis Product to a competing product or service;
3.2.10 for the purpose of incorporation into or the development of any software or other product or technology which competes with or replicates the Liberis Product, use or copy (irrespective of the extent of copying) the whole or any part of the API operating logic or underlying database structure and database fields; or
3.2.11 execute any load or penetration tests on the, or including the, API, including doing so indirectly by failing to isolate your own systems when under load or penetration test.
3.3 You acknowledge and agree that:
3.3.1 your access, use and distribution of certain components of the API and / or the API Data may be subject to additional terms (including third party licence terms) and that such components are governed by those terms in addition to this Licence (and that where there is a conflict between this Licence and any additional terms accompanying the applicable component of API and / or the API Data, those additional terms shall prevail in respect of the conflicting subject matter);
3.3.2 your right to access or use the API may be time limited (as otherwise notified by us) or may be subject to obtaining other rights from a third party including but not limited to a third party platform provider.
3.4 Subject to your compliance with this Licence, you may develop your own Application provided that:
3.4.1 prior to distribution to a third party, your Application is sufficiently tested to ensure that it:
(a) provides the functions and facilities and performs as described by you; and
(b) will not adversely affect the functions and facilities of the Liberis Product with which your Application is intended to or may be used;
3.4.2 you make clear to every licensee or third party user of your Application that your Application belongs to you and that you are solely responsible for any such Application and any issues associated with it. Under no circumstances will we be liable and / or responsible.
3.5 You shall:
3.5.1 be solely responsible for the operation and security of the Customer System and the Application;
3.5.2 ensure that the Customer System and the Application comply with any applicable specifications we provide from time to time; and
3.5.3 be, to the extent permitted by law and except as otherwise expressly provided in this Licence, solely responsible for procuring, maintaining and securing your network connections and telecommunications links from the Customer System and the Application to the Liberis Product, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
3.6 If you integrate your Application with the Liberis Product or any other product or services, you remain solely responsibility for any such Application and any issues associated with it. Under no circumstances will we be liable and / or responsible.
4.1 We will not be responsible for any customer support in respect of the Application. You shall be solely responsible, at your expense, for providing customer support to end users, customers and distributors of the Application.
4.2 We shall make Maintenance Releases available to you no later than such releases are generally made available to our other customers. We warrant that no Maintenance Release will adversely affect the then existing facilities or functions of the API, save that, we may occasionally need to make breaking changes to the API (“Major” releases). Where we make such “Major” releases, we will require you to upgrade your implementation within four (4) months of the “Major” release being made available to you. You are required to make such changes to the Application as my be required for integration as a result of any Maintenance Release at your sole cost and expense, as soon as possible after receipt.
5.1 You may, at your discretion, provide us with Feedback, but we shall not be obliged to take any action in response to the same.
5.2 Feedback, even if marked confidential, will not create any confidentiality obligations on us unless we have otherwise agreed in writing, signed by an authorised signatory of Liberis. Without prejudice to our other rights and remedies, we shall be free to use, disclose, reproduce, distribute, implement in the Liberis Product or the API and otherwise commercialise all Feedback provided by you without obligation or restriction of any kind, and you hereby waive all rights to be compensated or seek compensation for the Feedback and will ensure that any relevant moral rights are waived.
6.1 Liberis will make available its current price list upon request. You will be charged Fees, where applicable, for your use of the API on the basis of Liberis current price list.
7.1 This Licence will commence on the date that you, or any of your Authorised Users, begin using the API and shall continue until terminated as provided in this clause 7.
7.2 We may terminate this Licence without cause by giving thirty (30) days’ notice to you at any time.
7.3 We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach if this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
7.4 In addition to our right to terminate this Licence, we may also suspend your access and use of the API and / or the API Data at any time if we suspect that you have breached any part of this Licence. Any such suspension will continue until such time that the breach in question has been remedied to our reasonable satisfaction. Where we suspend your access and use of the API and / or the API Data under this clause, we may at our discretion agree to reactivate your use and access.
8.1 Where this Licence is terminated:
8.1.1 all rights granted under this Licence shall cease immediately;
8.1.2 you must immediately cease all activities authorised under this Licence; and
8.1.3 you must immediately and permanently destroy all materials and other documentation which you obtained in relation to or as a result of entering into this Licence.
8.2 Termination of this Licence will not affect any accrued rights or liabilities of either party or the coming into force or continuance in force of any provision of this Licence which is expressly or by implication intended to come into force or continue in force on or after termination.
9.1 We warrant that:
9.1.1 the API shall perform substantially in accordance with the Specification and the API Documentation;
9.1.2 we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under this Licence.
9.2 The warranty in clause 9.1.1 shall not apply to the extent of any non-conformance which is caused by use of the API contrary to our instructions, or modification or alteration of the API by any party other than us or our duly authorised contractors or agents. If the API does not conform with the warranty in clause 9.1.1, we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the warranty in clause 9.1.1.
9.3 We do not warrant that:
9.3.1 your use of the API will be uninterrupted or error-free;
9.3.2 the API, the API Data and / or the Derived Data will meet your requirements; or
9.3.3 the API or the API Data will be free from Vulnerabilities or Viruses.
9.4 If you are agreeing to be bound by this Licence on behalf of any business or entity, you represent and warrant that you have full legal authority to bind such business or entity to this Licence. If you do not have authority, you must not accept this Licence or access nor use the API on behalf of that business or entity.
9.5 You acknowledge and agree that: (i) the API and the API Data are provided “as-is” and no representations, conditions, warranties or other terms of any kind are given in respect of them; (ii) you assume sole responsibility for any results obtained from the use of the API and the API Data, and for conclusions drawn from such use; (iii) prior to making any Application available to any third party, you will undertake rigorous testing of the Application in a test environment; and (iv) you will not use any production data when testing the Application in a test environment.
9.6 Subject to clause 9.7, you are responsible and liable for all uses of the API resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in breach of this Licence, including use with any Application or third-party software. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of End Users in connection with the Application and their use of the API and API Data, if any. Any act or omission by an End User that would constitute a breach of this Licence if taken by you will be deemed a breach of this Licence by you. You shall take reasonable efforts to make all End Users aware of this Licence’s provisions as applicable to such End Users and shall cause End Users to comply with such provisions.
9.7 Nothing in this Licence seeks to limit or exclude our own, our Affiliates or our licensors liability for: (i) death and personal injury resulting from that party’s own or its employees’ negligence; (ii) liability arising as a result of such party’s fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be excluded or limited by applicable law.
9.8 Subject to clause 9.7 above, to the extent permitted by law:
9.8.1 we shall not in any circumstances have any liability for any losses or damages which may be suffered by you (or any person claiming under or through you), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories: (i) special damage even where we were aware of the circumstances in which such special damage could arise; (ii) loss of profits; (iii) loss of anticipated savings; (iv) loss of business opportunity; (v) loss of goodwill; or (vi) loss or corruption of data;
9.8.2 our total liability, whether in contract, tort (including negligence) or otherwise and whether in connection with this Licence or any collateral contract, shall in no circumstances exceed a sum equal to £10,000; and
9.8.3 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from this Licence.
10.1 You shall promptly notify us if you become aware of any infringement of any Intellectual Property Rights in the API, the API Data, the Derived Data, the Feedback and the Liberis Marks and will fully co-operate with us in any legal action taken by us to enforce our Intellectual Property Rights.
10.2 You agree to defend and hold us, our Affiliates and our third party licensors harmless from and against any claims, demands, proceedings, liabilities, losses, damages, costs and expenses (including reasonable legal fees) arising out of or in relation to (i) your access or use of the API, the API Data, the Liberis Marks, the Derived Data or the Feedback; (ii) any Application you develop including but not limited to any third parties use of any such Application; and (iii) any breach of this Licence by you. Without limiting the previous sentence, you warrant that each Application is and will be developed and owned by you and you will defend us and our Affiliates from and against any claim or action that the use or possession of your Application (or any part) infringes the IPR of a third party and you will indemnify us and our Affiliates from and against any losses, damages, costs (including legal fees) and expenses incurred by or awarded against us and any other company in our group as a result of, or in connection with, that claim or action.
10.3 We agree (subject to clause 10.4) to defend you against any damages finally awarded in respect of claim or action that the use of the API, the API Data or the Liberis Marks (or any part thereof) in accordance with the terms of this Licence infringes the IPR of a third party (“Claim“) and we will indemnify you from and against any losses, damages, costs (including reasonable legal expenses incurred by or awarded against you as a result of, or in connection with, that Claim. The indemnity in this clause 10.3 shall not apply where the Claim is attributable to possession or use of the API, the API Data or the Liberis Marks (or any part thereof) by you other than in accordance with the terms of this Licence, use of the API or the API Data in combination with any hardware or software not supplied or specified by us if the infringement would have been avoided by the use of the API or the API Data not so combined, or use of a non-current release of the API or the API Data.
10.4 Our indemnification obligations under clause 10.3 are conditional on you:
10.4.1 promptly notifying us in writing of the relevant Claim, specifying the nature of the same in reasonable detail;
10.4.2 not making any admission of liability, agreement or compromise in relation to the Claim without our prior written consent; and
10.4.3 giving us and our professional advisers access at reasonable times (on reasonable prior notice) to your premises and your officers, directors, employees, agents, representatives or advisers, and to any relevant materials or information within your power or control, so as to enable us and our professional advisers to examine them and to take copies for the purpose of assessing the Claim.
10.5 In respect of any actual or anticipated Claim, we may (at our sole option and expense):
10.5.1 procure the right for you to continue to use the API, the API Data or the Liberis Marks (or any part thereof) in accordance with the terms of this Licence;
10.5.2 modify or replace the API, the API Data or the Liberis Marks so that the same ceases to be infringing; or
10.5.3 terminate this Licence immediately by notice in writing to you.
10.6 The indemnities and warranty in this clause 10 will remain in full force and effect irrespective of any termination of this Licence. This clause 10 constitutes your exclusive remedy and our only liability in respect of Claims and, for the avoidance of doubt, is subject to clause 9.
11.1 Neither party shall export, directly or indirectly, any technical data acquired from the other party under Licence (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations (“Export Control Laws“), including United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.
11.2 Each party undertakes:
11.2.1 contractually to oblige any third party to whom it discloses or transfers any such data or products to make an undertaking to it in similar terms to the one set out above; and
11.2.2 if requested, to provide the other party with any reasonable assistance, at the reasonable cost of the other party, to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws.
Confidentiality and Publicity
12.1 The API, the API Data, the Liberis Marks and such other materials we may provide under this Licence may contain our Confidential Information. “Confidential Information” means any information of ours or a third party that you may access and which is either marked as confidential or which ought to be reasonably considered as confidential (including, for example, content, source code, or documentation). If you receive any such Confidential Information, you must not disclose it to any third party other than as expressly permitted by this Licence or with our prior written consent. You may disclose our Confidential Information where required by law, court order or any governmental or regulatory authority.
12.2 Each Party must keep confidential and not disclose to any person Confidential Information except with the written permission of the other Party. Neither Party shall be entitled to use Confidential Information for any other purpose different from the purpose allowed under this License.
12.3 Each Party shall use the same standard of care as it uses for protecting its own confidential information (and in any event no less than reasonable care) in protecting the Confidential Information.
12.4 Either Party may disclose Confidential Information to the extent:
A. required by any law or regulation, or required by any governmental or other regulatory authority (including any card association (e.g. Visa/Mastercard, or financial services regulator or any stock exchange) or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as is legally permissible.
B. that the Confidential Information is in the public domain at the time it receives such information;
C. that the Confidential Information enters the public domain other than by disclosure in breach of the terms of this Agreement; or
D. that the Party can prove was already in its possession without breach of this Agreement when it received the Confidential Information pursuant to this Agreement.
12.5 Each Party shall promptly return or destroy at the request of the Party owning the Confidential Information (and certify that such destruction has taken place) all such Confidential Information and any copies, whether authorised or not, to the other upon the other’s request at any time but in any event, each Party shall immediately either return or destroy (at the other Party’s option) the Confidential Information on termination of this Agreement.
13.1 Any notice given to a party under or in connection with this Licence shall be in writing and shall be:
13.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
13.1.2 sent by email to email@example.com.
13.2 Any notice shall be deemed to have been received:
13.2.1 if delivered by hand, at the time the notice is left at the proper address;
13.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; and
13.2.3 if sent by email, at 9.00 am on the next Business Day after transmission.
1.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
14.1 Assignment and other dealings. This Licence is personal to you and you may not assign, subcontract, license, charge or otherwise deal with or dispose of (whether in whole or in part) this Licence without our prior written consent.
14.2 Entire agreement. This Licence constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior agreements, negotiations and discussions between the parties relating to it. You agree that you have not relied on any representations or statements in entering into this Licence which are not set out expressly in it, except this does not exclude your or our liability for fraud.
14.3 Severance. If any wording in this Licence becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Licence. If any provision or part-provision of this Licence is deemed deleted, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial r4esult of the original provision.
14.4 No partnership or agency. Each party is an independent contractor and neither party will represent itself (as applicable) as agent, servant, franchisee, joint venturer or legal partner of the other.
1.5 Waiver. If a party fails to, or delays in, exercising any rights under this Licence, that will not mean that those rights cannot be exercised in the future.
14.6 Remedies. Except as expressly provided in this Licence, the rights and remedies provided under this Licence are in addition to, and not exclusive of, any rights or remedies provided by law.
14.7 Third-party rights. Except as expressly set out in this Licence, a person who is not a party to this Licence will have no rights to enforce any terms of this Licence.
14.8 Force majeure. We shall not be in breach of this Licence nor liable for a delay in performing, or failure to perform, any of our obligations hereunder if such delay or failure result from events, circumstances or causes beyond our reasonable control. In such circumstances we shall be entitled to a reasonable extension of the time for performing such obligations.
14.9 English Language. This Licence is drafted in the English language. If this Licence is translated into any other language, the English language text will prevail. Any notice given under or in connection with this Licence will be in the English language. All other documents provided under or in connection with this Licence will be in the English language. If such document is translated into any other language, the English language text will prevail.
14.10 Governing law and jurisdiction. This Licence, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the laws of England and Wales. Each of you and us irrevocably agrees to submit to the exclusive jurisdiction of the courts of London, England over any claim or matter arising out of or in connection with this Licence or the legal relationships established by it.