Terms & Conditions


1. DEFINITIONS

"Agreement" means an agreement for the sale, installation and support of computer software and hardware consisting of these terms and conditions and the Schedules. "Anniversary Date" means the anniversary of the Effective Date;

"Customer" means the customer of Orders Directly identified on the Agreement Sales Order duly signed;

"Delivery Date" means the actual delivery date of the solution or its installation, or the effective date, whichever the latest;

"Documentation" means the manuals, if any, for the Orders Directly Software;

"Effective Date" means the date set out as such on the Agreement Signed Sales Order;

"Equipment" means the equipment, if any, listed in the Schedule, this term shall include any operating system of such Equipment and any related manuals ;

"Initial Period" means THREE years from the delivery date;

"Orders Directly" means Orders Directly (London) Ltd; "Orders Directly Personnel" mean the personnel of Orders Directly and/or any of its sub-contractors;

"Price" means the figure given on the Schedule/Sales Order as the Total Price for those items listed plus VAT at prevailing rates;

"Schedule" means schedules of hardware, software and services;

"Services" means the installation, time related activity and/or other services, if any, to be provided by Orders Directly to the Customer as set out in the Schedule;

"Software" means any Orders Directly and Bespoke Software updated or added to from time to time;

"Support Services" means the support services to be provided to the Customer where called for in the Schedule (if any);

"Support Fee" means the price for both the Annual Licence Fee for Software and the provision of the Support Services;

"System" means the software whether supplied with a server or not;

"Third Party Software" means the software to be supplied or supported as part of this Agreement but which is under a licence agreement directly between a third party licensor and the Customer.

2. SCOPE

These terms and conditions set out the basis upon which Orders Directly shall initially, as applicable, supply Equipment, Software and Documentation, and Third Party Software to, and perform the Services for, the Customer and thereafter provide Support Services as hereinafter described in respect of the items stated as being supported in the Schedule. The Software is licensed on an annual basis through payment of the Annual license Fee (non payment will revoke the license to use) which forms part of the Support Fee to Licensor or Orders Directly, this agreement has an initial period. The cost of delivery and installation is estimated and could change as a result of Customers changing arranged dates and customer liable for the same. This is a Non Cancellable and Non Refundable agreement.

3. SOFTWARE, THIRD PARTY SOFTWARE AND EQUIPMENT

1. the Software and Third Party Software to be provided hereunder is as detailed in the Schedule. The license conditions for use of the Software are set out in Clause 7. The licenses for Third Party Software will be supplied with the said Third Party Software.

2. Bespoke Software (if any) to be produced by Orders Directly is subject to a separate agreement.

3. Where a central processing unit (hereinafter "CPU") is to be supplied as part of Equipment, it is for the Customer and not Orders Directly to ensure it has ordered sufficient disc space and processing power for any CPU to be supplied under this Agreement.

4. No source code is provided under this Agreement

4. ACCEPTANCE

1. Upon completion or installation, Orders Directly shall go through a check list for which purpose the Customer shall provide at the time of the installation date a representative to witness the Check listing, the purpose of which is to demonstrate to the Customer that the items have been properly installed and all software provided by Orders Directly can be accessed on the Equipment, except if the software and or the third party software is supplied on media, in which case a confirmation of delivery will be acceptance.

2. Orders Directly offers, estimates, proposals and website are without any commitment on its part and all orders require Orders Directly Acceptance in writing to create a contract.

5. CUSTOMER RESPONSIBILITIES

1. Subject always to Orders Directly conforming to all reasonable security and safety requirements of the Customer, the Customer shall afford to Orders Directly personnel reasonable access to the Site(s) at all reasonable times for the purpose of Orders Directly performance under this Agreement.

2. The Customer understands and accepts that it will be necessary for the Customer to promptly supply information to Orders Directly and to give Orders Directly personnel access to the Customer's staff, equipment, data and items supported hereunder, in order to enable Orders Directly to perform its obligations hereunder.

3. For the purposes of Orders Directly providing the Support Services and during any period of such support.

1. the Customer will appoint contact persons as the points of contact through which Orders Directly will co-ordinate support activities for the Customer. Only those contacts have authority to require support and assistance under this Agreement. The Customer shall ensure that the contacts are sufficiently trained in use of the System to enable proper liaison between Orders Directly and the Customer.

2. the Customer shall not during any period of Support Services by Orders Directly allow any supported item to be interfered with or modified or added to without the prior written agreement of Orders Directly.

3. It is the Customer's responsibility to operate supported items in accordance with instructions issued by Orders Directly and/or the manufacturer and to retain sufficient trained staff to operate it in a proper manner.

4. Orders Directly requires the Customer to have an error-correcting fully operational modem and connectivity at each Site to enable Orders Directly to directly link to any CPU upon which any software covered by this Agreement resides. Orders Directly will re-Charge the call costs monthly in arrears. Orders Directly recommends to the Customer, the use of an uninterruptible power supply (UPS) at each site.

5. The Customer shall carry out regular back-ups to removable media stored separately from the supported items and carry out other normal system housekeeping routines. Orders Directly shall not be liable for any loss or damage sustained or incurred by the Customer or any third party through loss or spoiling of data resulting from any maintenance activity by Orders Directly required or performed under this Agreement. Orders Directly will use reasonable endeavours to put right any such loss of data or programs, but reserves the right to charge for such.

6. The Customer remains totally responsible to have adequate Virus protection to all parts of the business.

7. The Customer accepts that a valid Log number issued by Orders Directly is the only acceptable and recognise method of logging support calls.

8. The customer is responsible to secure and keep safe all software and 3rd Party software license media and documentation, Orders Directly have no obligation to keep this information.

6. THIRD PARTY SOFTWARE

In respect of Third Party Software, the intellectual property rights conditions, any indemnity relating thereto and restrictions and/or requirements relating to use and/or copying shall all be as set out in the appropriate direct license agreement. It is a pre-requisite of use of Third Party Software that such licenses are complied with and where applicable signed and passed to the relevant licensor directly or via Orders Directly, either way it remains the Customers responsibility to ensure the correct licenses are in place Save for Orders Directly obligations to supply, and where necessary install, such Third Party Software the Customer acknowledges that Orders Directly shall have no other liability in respect thereof. Orders Directly cannot warrant that Third Party Software will necessarily meet the functionality, which it deems to, and it is for the Customer to satisfy itself that Third Party Software meets its requirements. Third Party Software to be supported hereunder is as detailed in the Schedule; Orders Directly will not provide support for other Third Party Software. Changes, updates and releases thereto shall be covered by the license agreement directly between the Customer and the relevant licensor and reference should be made thereto.

7. SOFTWARE -LICENCE CONDITIONS, TERM AND TERMINATION.

1. The license to use Software granted hereunder becomes effective from the Delivery Date subject to the customer paying in full the initial and monthly/annual license as part of the subscription Fee, annually in advance or subject to Orders Directly or Licensor approval, monthly or quarterly via Standing Order. The Agreement shall automatically continue from year to year without any breaks for the initial minimum term of 3 years, thereafter until or unless terminated in accordance with the provisions of this agreement. Continuance of the license to use Software is dependent upon the Customer continuing to pay the Annual License Fee and upon compliance with the terms and conditions therein set out.

2. Subject to sub-clause 7.1 and the other provisions of this Agreement, Orders Directly hereby grants to the Customer a non-exclusive, non-transferable license to use the Software on the CPU listed in the Schedule for up to the maximum number of users and for the Site(s) or WWW set out in the Schedule. The Customer shall not permit any third party to use or have access to the Software or the Documentation supplied therewith Use of the Software and Documentation is restricted to use for the Customer's own internal purposes, except that.

1. the Customer may not reverse engineer, disassemble, translate or in any way decode the Software.

2. The Customer undertakes not to modify the whole or any part of the Software in any way whatsoever nor to permit the whole or any part thereof to be combined with or become incorporated in any other programs without Orders Directly prior written consent.

3. The Customer may make such copies of the Software as is reasonably necessary for operational security and use. Such copies and the media on which they are stored shall be the property of Orders Directly and/or its licensors and the Customer shall ensure that all media is kept safe.

8. TITLE AND RISK

Tile in any Equipment supplied by Orders Directly under this Agreement shall remain with Orders Directly until such time as the Customer has paid the Price in full. Until such payment is received by Orders Directly the Customer shall hold the Equipment or Website on a fiduciary basis and as for Orders Directly in such away that such Equipment is identifiable as belonging to Orders Directly and if the Customer fails to pay Orders Directly as owner shall be entitled to demand return of the Equipment and or Website. If payment is not made and/or the Customer becomes insolvent or a receiver is appointed before payment is made Orders Directly is irrevocably authorized to enter forthwith the Customer's Site(s) for the sole purpose of repossessing the Equipment still owned by Orders Directly.

9. PRICING AND PAYMENTS

1. The Price and any other charges arising under this Agreement shall be payable as set out herein or in the Schedule. Payment shall be made strictly in accordance therewith. The Price does not cover any Annual License Fee for use of Software or applicable Third Party Software, which sum which is instead paid for as part of the Support Services.

2. Full payment must be made on acceptance of the agreement, unless otherwise agreed in writing by Orders Directly

3. The Customer shall pay to Orders Directly or Licensor the Support Fee and the Charges arising hereunder. Payment of the first year's Support Fee shall be made on or before the Delivery Date or with Orders Directly approval via monthly or quarterly direct debit. Thereafter Orders Directly or Licensor shall be entitled to issue invoices or payment schedules up to thirty days prior to the commencement of the next Anniversary Date. The Customer payments being on time is an express condition to having a activate license to use the software.

4. If payment is overdue Orders Directly reserves the right, in addition to any other rights it may have, to suspend its contractual obligations under this Agreement until such payment is made.

5. The Customer will bear the cost of all travelling time and expenses of Orders Directly personnel attending Site(s) based on Orders Directly rates prevailing at the time. The mileage rate shall be the average AA rate. Flights, rail fares and overnight accommodation will be re-charged net. Such costs will be additional to the Price and Support Fee unless expressly excluded.

6. Training days booked subsequently cancelled by the Customer without a clear fourteen days notice period provided in writing to Orders Directly will be charged for in full. Days are supplied on an "as consumed basis" with Orders Directly making no commitment as to what can be achieved in the day, other than that the Orders Directly personnel supplied will have the requisite skills.

7. Orders Directly reserve the right to increase the Support Fee but only with effect from the first day or the next annual period of support. However, Orders Directly will not increase the rate beyond that reached by applying 10% or using the Retail Price Index which so ever is the greater on the full product price of support from the Delivery Date (as amended for items added later) to the date in question, except that in the event that an item may become uneconomic to support on such basis or a site becomes the subject of an extraordinary level of support, Orders Directly reserves the right at its option either to remove the item or site concerned from the supported list on the Schedule or to agree with the Customer, if possible, a mutually acceptable price.

8. If any sum payable under this Agreement is in arrears then in addition to the without prejudice to any other remedies which may be available, Orders Directly reserves the right to charge interest at the rate of two and a half percent per month until paid.

9. If the Customer enters into lease with a 3rd Party whereby it is intended that title to any part of the items on the Schedule supplied shall pass to such 3rd party. If for any reason arrangements for financing the purchase of the items on the Schedule shall be frustrated the terms & conditions hereof shall remain in full force and effect as between the Customer and Orders Directly.

10. INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY FOR SOFTWARE

1. The copyright and all other intellectual property rights of whatever nature in the Software and Documentation and in any modifications or changes thereto made under this Agreement are and shall remain the property of Orders Directly and/or its licensors, and any rights in any other work prepared or carried out by Orders Directly hereunder shall vest in Orders Directly, on creation thereof. The Customer shall notify Orders Directly as soon as reasonably possible if it becomes aware of any unauthorised use of the whole or any part thereof by any third party.

2. Orders Directly warrants that insofar as it is aware Orders Directly and/or its licensors are the owner of the copyright and all other intellectual property rights in the Software and Documentation and/or are duly authorised to enter into this Agreement. In respect of Software Orders Directly hereby indemnifies the Customer against any claim that the normal use or possession of the Software infringes the intellectual property rights of any third party provided Orders Directly is given immediate and complete control of any such claim, and that the Customer gives Orders Directly such assistance as Orders Directly may reasonably require to settle or oppose any such claim provided that Orders Directly shall meet the Customer's reasonable costs of so doing. Orders Directly reserve the right to replace or change all or any part of the Software in order to avoid infringement of any third party. Orders Directly shall however at all times endeavour to ensure that the Customer is left with fully operational and functionally equivalent Software.

11. TERMINATION

1. The Customer may terminate the license to use Software granted under this Agreement either at the end of the Initial Period or at any Anniversary Date once the Initial Period has ended by giving at least 90 days notice in writing to Orders Directly effective at the end of the Initial Period or at the Anniversary Date once the Initial Period has ended. In the event that the customer gives notice to terminate during the Initial Period Orders Directly will be entitled to receive payment of the total amount which they would have received during the whole of the Initial Period including any price increases as detailed in 9.7. Termination of third party license agreements is governed as provided therein.

2. In respect of the Software Orders Directly may terminate the license to use granted under this Agreement forthwith on given notice to the Customer if:

1. I. the Customer commits any material breach of any term of the license or this Agreement and, in the case of a breach capable of being remedied fails to do so within thirty days after receipt of a request in writing from Orders Directly to remedy the breach; and/or

2. The Customer fails to pay the Support Fee which includes the Annual License Fee for Software due under this Agreement.

3. This Agreement may be terminated with immediate effect by written notice to the Customer if the Customer shall become bankrupt or insolvent or enter into any scheme of administration with its creditors or enter into receivership or liquidation take any action for voluntary winding up other than for the purpose or a solvent reconstruction or amalgamation, cease to carry on business.

4. Save as provided 11.2 and 11.3 the license to use the Software may not be terminated by Orders Directly, unless it issues an end of life on the software, which cannot be during the Initial Period.

5. If the Customer purports to cancel this Agreement in whole or In part otherwise than through the default of Orders Directly the Customer shall become immediately liable to compensate Orders Directly by way of liquidated damages pay to Orders Directly 50% of the Price relating to the whole or part of the System which the Customer has purported to cancel if the Customer purports to do SO before Acceptance.

6. Upon termination of the license to use the Software granted to the Customer under this Agreement, howsoever occasioned, the Customer shall return the Software to Orders Directly within 7 days of the termination date and destroy all copies thereof. This provision shall survive any termination whether of the license to use Software or of the Agreement as a whole.

7. The contract duration is 12 months from the date of registering. Any cancellation during the contractual period will require a payment of the outstanding total monthly balance up to the end date.

12. DESCRIPTION OF SUPPORT SERVICES

1. Unless otherwise expressly agreed Orders Directly, support services will be provided during normal UK business hours of 9.00 a.m. to 5.30 p.m. Monday to Friday, excluding Public Holidays.

2. Orders Directly warrants that it shall use all reasonable endeavours to carry out the Support Services described herein in a professional manner and shall at all times use reasonable endeavours to maintain the items supported in good working order. The periodic updates provided under support for the Software may include legislative updates the scope of which can vary considerably. Where major legislative changes take place it is expressly provided that Orders Directly reserves the right to make an additional charge which shall be spread evenly over all its customers for the Software in order to cover the updates dealing with such legislative changes. Such updates are deemed to be outside of the Support Fee cost.

3. Supported software: Orders Directly will use all reasonable endeavours to respond to any request by the Customer within eight working hours of receiving notification of such need from the Customer... Error correction is provided on a reasonable effort basis, and Orders Directly cannot guarantee to correct any error within any given timescale. The Customer shall endeavour to provide written notification and appropriate examples supporting any error found. Major errors that are found in software supported hereunder then Orders Directly will supply any correction of same by first class post on disc or tape (as appropriate). As part of the support service Orders Directly shall provide updates and releases from time to time to the software supported during the term of this Agreement. It is the Customer's responsibility to install corrections, updates and releases to the software and for ensuring that their staffs have the capability of doing so. Orders Directly shall have the right to make additional charges for services, which are required due to the Customer failing to install such items correctly. Where Orders Directly have to carry out site visits for support, it reserves the right to charge over and above the annual Support Fee. Orders Directly reserve the right not to deal with or to make additional charges for, reported errors in such software which:

1. are the result of failure of equipment or other software not covered by this Agreement;

2. Faults in mains electrical supplies or operator error;

3. Are, or could be reasonably construed as, a lack of knowledge of the software;

4. Are caused by air conditioning, humidity or other environmental conditions;

5. are caused by the accident, neglect, misuse or default of the Customer or any third party;

6. Are due to acts of God, war, acts of Violence or any similar occurrence;

7. Result from any attempt by any person, other than Orders Directly, to modify or maintain the software otherwise than in the case of only trained Customer staff carrying out normal System functions;

8. are caused by cable or connector malfunctions.

4. Supported equipment. Support is provided during the hours set out in 12.1 and on the items listed in the Schedule. On receipt of a telephone request for support for an item, Orders Directly will log the call and endeavour to identify the problem as either an engineering problem or a software problem or a system operating software problem. Orders Directly will, if, appropriate to the problem reported, dispatch an engineer to the Site concerned. Orders Directly will use all reasonable endeavours to ensure that Orders Directly engineer will respond within 8 hours on the CPU, all other equipment will be dealt with on a swap out basis on the next day following receipt of defective goods subject to manufacturer warranty in place. Where the problem encountered relates to a CPU and if the terms of this Agreement provide that temporary replacement equipment will be provided to the Customer the engineer will endeavour to load the hard disc of the CPU, if unaffected, onto a loaned CPU and thus leave the Customer with a working system, but the Customer must appreciate that such may not always be possible. If, on attendance at Site, the engineer believes the Support Fee does not cover the fault, the customer will be advised, and in such event, any corrective activity, spare parts and the cost of the visit itself, shall be charged. The service provided assumes normal use of the equipment and relates to normal wear and tear. Orders Directly reserve the right to make additional charges at its standard rates for the time being in force where its engineers are called out because of faults which:

1. are the result of accident, unauthorized transportation, alteration, neglect or misuse;

2. Is the result of failure of the Customer to provide and maintain a suitable operating environment as recommended by Orders Directly and/or the manufacturer. Orders Directly shall not be liable for any item, which fails due to manufacturers design or inherent defects.

3. nor shall Orders Directly be liable to perform any work, which is in the opinion of Orders Directly impractical to perform owing non-standard use or location.

4. Orders Directly shall provide all necessary tools and test equipment, which in the opinion of Orders Directly 'engineer is required to ensure the operational efficiency of the equipment.

5. The Customer shall be responsible for all operating materials and of all consumables, including but not limited to print heads, laser cartridges, ribbons, toners, infuser and developer kits all of which are outside the scope of the Support Fee.

6. Orders Directly reserves the right to make additional charges to the Customer to cover all of the cost repairing equipment more than five years of age, in case of touch screens, after three years and one year on report printers.

7. providing new or updated versions of operating system, databases or software utilities, for whatever reason

5. Additional Services

The Support Fee does not include and additional charges shall be made for.

1. Repair or support in respect of any data corruption and in respect of software support arising from such data corruption;

2. All costs for any calls made to fit supplies;

3. As a result of the Customer allowing access by a third party to a supported item where Orders Directly has agreed to perform corrective activities and not to terminate the Agreement and not to delete the item concerned from the list of items being supported.

4. Providing new or updated versions of an operating system of an item of Hardware;

5. Telephone (modem) transfer of programs and/or data will be charged to the Customer at Orders Directly prevailing rates. Any Site visits carried out by Orders Directly in respect of support outside that covered by the Support Fee are carried out at Orders Directly discretion and may be chargeable at Orders Directly current daily rate for such service together with the reasonable costs of accommodation, travelling time and travelling expenses all of which shall be over and above the Support Fee covered by this Agreement.

6. Period of Support

the Support Services shall commence on the Delivery Date and shall be for the Initial Period and thereafter extend automatically for further one year periods unless or until terminated by the either party giving at least 90 days written notice effective and prior to the next Anniversary Date.

7. The Customer shall not move any supported item either from one Site to another location or within the same or between different buildings without the prior written consent of Orders Directly , as such can affect the ability of Orders Directly to support it. Orders Directly shall have the right to vary the Support Fee or to terminate support in respect of such item or items.

13. LIABILITY

Each party shall be liable for personal injury or death to any person caused by its negligent acts or omissions or those of its employees, servants or agents. Except as provided in respect of, personal injury or death caused by negligence, Orders Directly liability and/or that of its employees servants or agents, whether in contract, or, negligence or otherwise, shall;

1. Until acceptance of the System be limited to that directly arising and be limited to an aggregate total of £1,000,000 or the value to Orders Directly of the Price as at the effective date hereof, whichever is the lesser, and

2. after acceptance and during any period of annual Support Services shall be limited to an aggregate total of the value to Orders Directly of the Support Fee in the year of this Agreement in which a claim arises, and

3. In respect of additional items shall be limited to an aggregate total of £1,000,000 or the value to Orders Directly of the price of the supply of the additional items, whichever is the lesser. Save as expressly provided in this Agreement Orders Directly shall not be liable for any other loss or damage howsoever caused whether in contract, tort, negligence or otherwise. Notwithstanding any other provision of this Agreement in no event shall either party be liable to the other for any incidental, special, indirect or consequential loss of whatever nature, including but not limited to loss of use and/or loss of profits and/or loss or spoiling of data, howsoever caused, whether occurring in contract, tort, negligence or otherwise, save that the Customer shall be responsible for its actions if it endangers Orders Directly 's and/or its licensors rights of ownership in the Software.

14. DELIVERY

1. The delivery time shall not be the essence of the contract. Whilst Orders Directly shall use reasonable commercial endeavours to deliver the goods by the date specified on the Customers order, it shall not be liable for the delay in delivery from any cause whatsoever and howsoever arising. Should expedited deliveries be required, then additional costs if applicable must be borne by the Customer unless otherwise agreed in writing by an authorised employee of the Orders Directly

15. CANCELLATION

1. No cancellation or variation of an order by the Customers shall be effective unless made in writing and until accepted in writing by an authorised officer of Orders Directly. Orders Directly reserves the right to refuse to accept such cancellation or variations or to accept cancellation or variation only subject to such conditions as it considers are warranted according to the circumstances.

2. Should you wish to terminate your contract after or before the contractual 12 months, you have agreed to return associated equipment provided by Orders Directly in good and working condition.

3. The dashboard printer or tablet are the property of Orders Directly and if damaged you agree to pay Orders Directly £125 + VAT for a replacement.

4. The equipment must be returned to Orders Directly at the end of your subscription and you are liable for any damage to the associated equipment in transit.

5. Failure to return the Orders Directlys equipment (Printer) in under this agreement for a period of more than 30 days may result in Orders Directly passing the outstanding matter to a third party company for collection. In addition, you will also be liable for any costs and charges incurred in employing the third party collection company.

16. DEFECTS AND RETURNS OF EQUIPMENT

1. If Customer notifies Orders Directly within 48 hours of receipt of goods that the goods are damaged in transit, then Orders Directly will arrange for the replacement of goods. If it is found that the goods were not damaged or a shortfall, Orders Directly will pass the charges to the Customers.

2. Sometimes, the goods can be returned directly to the manufacturer. Where Orders Directly informs the Customer that this is the case, or the packaging on the goods or the material Customer has in relation to the goods states this, Customer must contact the manufacturer about the defective goods, and customer must not return the goods to Orders Directly.

3. It is Customers responsibility to comply with any of manufacturer’s terms regarding the return, repair or replacement of defective goods. Orders Directly shall not be liable for any goods that cannot be repaired or replaced by the manufacturer because Customer has not complied with its terms.

4. If Customer chooses to return goods back to Orders Directly, customer must do so within 3 days of receipt of goods and subject to a restock fee of 20% of the original selling price. The return of goods is further subject to being in its original unused condition. The customer is responsible for the delivery of the goods to Orders Directly at Customer expense and only after the Goods have been checked by an engineer of Orders Directly will any payment be agreed upon.

17. GENERAL

1. The failure by either party to enforce at any time any provision of this Agreement shall not affect its rights to later require complete performance by the other party hereto, nor shall any; waiver of a breach of a provision be taken or held to affect its rights in the event of any subsequent or additional breach of the same or any other provision-

2. The Customer shall neither assign this Agreement nor part with any rights or obligations hereunder in any way whatsoever whether in whole or in part without the prior written agreement of Orders Directly. Orders Directly shall be entitled to sub-contract, sub-let or assign the whole or any part of this Agreement but such shall not adversely affect the Customer's rights hereunder.

3. Except as expressly provided in this Agreement no warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance, merchantability or fitness for purpose of the items supplied or any part thereof shall be assumed by Orders Directly, and except as expressly provided for in this Agreement all such warranties, conditions, undertakings and terms are hereby excluded to the extent permitted by law.

4. This Agreement constitutes the entire agreement between the parties hereto. No addition or modification to this Agreement shall be binding on either party unless made in accordance with 14.5.

5. This Agreement may only be amended by written agreement referenced hereto and signed by the duly authorised representatives of Orders Directly. Any notice of termination, breach or other notice of a legal nature required to be given to either party under this Agreement shall be given by first class delivery post to the appropriate address set out in this Agreement.

18. JURISDICTION

1. The construction, validity and performance of this Agreement shall be governed by English law and the parties hereby agree to English courts jurisdiction.