Crezco’s Terms & Conditions
This Agreement is effective upon the date you first access or use the Platform and/or Services (“Effective Date”) and continues until you or Crezco terminates it (this period, the “Term”).This Agreement is effective upon the date you first access or use the Platform and/or Services (“Effective Date”) and continues until you or Crezco terminates it (this period, the “Term”).
If you wish to contact us in writing, or if these Terms require you to give notice to us in writing, please contact us at:
Address: 192F Campden Hill Road, Notting Hill Gate, London, W8 7TH
Last updated: 16/05/2023
1.1. The definitions and rules of interpretation in this clause apply in this Agreement:
“Account Information Services” or “AIS” means account information services as set out in paragraph 1(g) of Schedule 1 of the Payment Services regulations and defined in Regulation 2 of the Payment Services Regulation;
“Agreement” this agreement and any Schedule(s) to it;
“ASPSP” (also known as a “Payment Service Provider” or “PSP”) has the meaning given to it in regulation 2(1) of the Payment Services Regulation, or any other equivalent type of provider in another jurisdiction;
“Authorised Users” yourself, your employees, officers, agents, and independent contractors who are authorised to use the Services and the Documentation;
“Business Day” a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business;
“Confidential Information” means any information which is, or could reasonably be deemed, proprietary or confidential in nature disclosed or made available by one party to the other party but shall not include any information which the recipient can show: a) was at the time of disclosure or has subsequently become public knowledge other than by breach of the Agreement; b) is received by the recipient from an independent third party who has a lawful right to disclose the same without restriction; or was already in the recipient’s lawful possession at the date of disclosure;
“Crezco” means Crezco Limited;
“Data Breach” means any accidental, unlawful or unauthorised destruction, loss, alteration, disclosure of, or access to the Personal Data or any unauthorised or unlawful processing of the Personal Data;
“Data Protection Law” means any data protection legislation from time to time in force in the United Kingdom including, but not limited to, the Data Protection Act 2018, any legislation which succeeds that Act (“UK GDPR”), any other directly applicable European Union data protection or privacy regulations (for as long as, and to the extent that, the law of the European Union has legal effect in the United Kingdom), and, where applicable, guidance and codes of practice issued by any relevant data protection supervisory authority or authorities;
“Documentation” means any documentation relating to the Crezco API, Crezco software development kits (SDKs) and/or the Services, or documents made available to you online via ww.crezco.com or such other websites as amended by Crezco from time to time;
“Effective Date” means the date that you accept the Terms and start using the Services;
“Faster Payment System” faster Payment System is an electronic payment system operated by Pay.UK;
“FCA” means the UK Financial Conduct Authority;
“Liable” means any liability arising under, out of or in connection with this Agreement, whether or not foreseeable or in the contemplation of the Parties at any time, in or under contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise.
“Normal Business Hours” 9.00 am to 5.00 pm local UK time, each Business Day;
“Payments” payments by you using the Services. If not stated otherwise referring to UK Faster Payment System;
“Payment Information” information provided by you in relation to Payments, including without limitation payee account names, account numbers, sort codes, amount to be transferred, denominated currency and payment date;
“Payment Initiation Services” or “PIS” means payment initiation services as set out in paragraph 1(h) of Schedule 1 of the Payment Services regulation and defined in Regulation 2 of the Payment Services Regulations;
“Payment Services” has the meaning given in clause 3, Crezco Services, to both send (accounts payable) and receive (accounts receivable) payments;
“Payment Services Regulations” means the Payment Service Regulations 2017 (SI 2017/752);
“Personal Data” has the meaning given in Data Protection Law;
“Platform” Means both out website (the “Site”) and the Services offered via our web application;
“Pricing Page” Means the online page found on the Site that includes notification of charges and fees associated with our Services;
“Services” the services made available under this Agreement, as described in Crezco Services (clause 3) and Regulatory Services (clause 4);
“Site” the Crezco website, means our website found at https://www.crezco.com and its contents, including its connected websites and microsites, in each case, as amended by us from time to time.
“Software” the online software applications provided by Crezco as part of the Services;
“User Account” means your electronic account with us the purpose of using the Service;
“Virus” anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer, software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;
Any words following the terms ‘including’, ‘include’, ‘in particular’, ‘for example’, ‘i.e.’, ‘other’ and ‘otherwise’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. Headings shall not affect the interpretation of this Agreement. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). Unless the context requires otherwise, words in the singular include the plural and vice versa and a reference to one gender shall include a reference to the other genders. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and includes all subordinate legislation made from time to time under that statute or statutory provision. References to clauses and schedules are to the clauses and schedules of this Agreement and references to paragraphs are to paragraphs of the relevant schedule to this Agreement. A reference to writing or written includes e-mail.
2. Your User Account
2.1. Provided you have agreed to the Terms, you will need to register for and create a User Account to access our Services. In order to register for a User Account, Crezco may ask for certain information from you. All information you provide to us as part of the registration process must be accurate and up to date and you must promptly notify us of any changes. All information provided is your data. Crezco may, in its sole and absolute discretion, refuse access to the Service or your User Account because of inadequacy or incompleteness of information provided (including, without limitation, any inadequacy of any “know your business” information provided) or if Crezco determines that provision of the Services may constitute a breach of applicable law or regulation or adversely affect the reputation of Crezco. If any data provided for registration or “know your business” purposes change, you must notify Crezco of such change as soon as possible. It is your responsibility to keep Crezco updated of changes to your business or personal information.
2.2. Your Crezco account can be used to request a payment from your client – accounts receivable.
2.3. Your Crezco account can be used to set up a payment to your suppliers – accounts payables.
2.4. A payment into your Receivable Account may not be processed by Crezco if:
a. Crezco suspects any fraudulent activity related to the payee account; or
b. Crezco identifies patterns on your account that may indicate misconduct; or
c. There is an indication that you are in breach of any regulation, such as FCA or Similar.
2.5. To use Crezco Platform you need to register for the Service.
2.6. Registration for the Service must be completed on the registration page of https://app.Crezco.com or by such other method as directed by Crezco. All information provided is your data. Crezco may, in its sole and absolute discretion, refuse access to the Service because of inadequacy or incompleteness of information provided (including, without limitation, any inadequacy of any “know your business” information provided) or if Crezco determines that provision of the Services may constitute a breach of applicable law or regulation or adversely affect the reputation of Crezco. You must provide current, complete, and accurate information for all required elements. If any data provided for registration or “know your business” purposes change, you must notify Crezco of such change as soon as possible.
2.6.1. Crezco may restrict or refuse to authorise any use of your account including payments if using account is causing or could cause a breach of this Agreement or if Crezco has reasonable grounds for suspecting that you or a third party has committed or is about to commit a crime or other abuse in connection with the Account.
2.6.2. You will be liable for all transactions that take place as a result of you acting fraudulently or failing to comply with this Agreement with intent or gross negligence.
2.6.3. It is your responsibility to keep Crezco updated of changes to your business or personal information.
3. Crezco Services
3.1. Provided you have agreed to the Terms and created a User Account, and subject to the terms of this Agreement, we will make the Documentation and the following Services available to you: a) create payment links to request payments from your clients (accounts receivable); b) set-up and make payments to third parties, such as suppliers and employees (accounts payable); and c) set-up and make bulk payments to third parties, such as suppliers and employees (accounts payable).
3.2. Crezco has the right to decline access to our Services and Platform without providing reasons for doing so and with no right to any compensation. Crezco may prevent or restrict access to the Services if: a) Crezco suspects any fraudulent activity; b) Crezco identifies patterns on your User Account that may indicate misconduct; c) there is an indication that you are using the Crezco Services unlawfully or are in breach of regulatory guidelines, as set by any governmental or other regulatory authority (including, without limitation, the FCA); or d) you are in breach of this Agreement.
3.3. Crezco shall use reasonable endeavours to make the Services available 24 hours a day, seven days a week. Downtime may occur during planned maintenance undertaken by Crezco, which Crezco shall use reasonable endeavours to carry out during a daily maintenance window of 10.00 pm to 2.00 am UK time, or in the circumstances described in clause 13 (Force Majeure).
3.4. Save as otherwise agreed by the Parties in writing, the Services shall not include any work by Crezco to integrate your systems with the Services. Crezco shall provide in the Documentation details of the application programming interface (API) for the Services.
3.5. Crezco shall, during the Subscription Term, provide the Platform Services and make available the Documentation and subject to the terms of this Agreement.
3.6. Crezco may from time to time make modifications to the Platform Services (including, without limitation, the Software) and deploy updates or upgrades to the Platform Services, provided that the modified and updated services are of a substantially similar functionality to the Platform Services as at the date of this Agreement.
3.7. Crezco shall use reasonable endeavours to make the Platform Services available 24 hours a day, seven days a week, subject to the following: downtime may occur during planned maintenance undertaken by Crezco, which Crezco shall use reasonable endeavours to carry out during a daily maintenance window of 10.00 pm to 2.00 am UK time, or in the circumstances described in clause 15 (Force Majeure).
3.8. Save as otherwise agreed by the parties in writing, the Platform Services shall not include any work by Crezco to integrate your systems with the Platform Services. Crezco shall provide in the Documentation details of the application programming interface for the Platform Services.
3.9. Crezco will, as part of the Platform Services, provide you with standard customer support services during Normal Business Hours.
3.10. The Crezco Platform is our portal where Crezco Platform Users can:
3.10.1. Create a payment link to receive a payment.
3.10.2. Set-up and make payments to third parties.
3.10.3. Set-up and make bulk payments to third parties.
4. Regulatory Services
4.1. Crezco is regulated as an Authorised Payment Institution by the UK Financial Conduct Authority (FCA) with the Firm Reference Number 925173. As an Authorised Payment Institution the Service provided by Crezco may be referred to as Account Information Services (“AIS”) and Payment Initiation Services (“PIS”).
4.2. Certain payment services are provided in the UK by The Currency Cloud Limited (Registered Company Number 0632311). The Currency Cloud Limited is authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 for the issuing of electronic money (FRN: 900199). The Currency Cloud Limited's registered address is Stewardship Building 1st Floor, 12 Steward Street London E1 6FQ.
5. Your Obligations
5.1. By entering into this Agreement, you agree you shall not use the Services for any purpose or in any manner that:
5.1.1. is unlawful, harmful , threatening, defamatory, obscene, malicious, infringing, harassing or offense.
5.1.2. constitutes or facilitates illegal activity, money laundering or terrorism.
5.1.3. is in breach of any applicable international sanctions.
5.1.4. damages or is reasonably likely to damage the Services.
5.1.5. is a denial-of-service attack or a distributed denial-of service attack.
5.1.6. contravenes any applicable usage policy of Crezco at the relevant time.
5.1.7. compromises any security measures of Crezco
5.1.8. causes damage or injury to any person or property; or
5.1.9. is detrimental to the reputation of Crezco.
5.2. Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties and except to the extent expressly permitted under this Agreement, you shall not:
5.2.1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
5.2.2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software.
5.2.3. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
5.2.4. use the Services and/or Documentation to provide services substantially the same as the Services to third parties; or
5.2.5. subject to license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
5.2.6. attempt to obtain or assist third parties in obtaining access to the Services and/or Documentation.
5.3. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, shall promptly notify Crezco.
6. Crezco Obligations
6.1. Subject to the restrictions of this Agreement, Crezco hereby grants to you non-transferable rights to use the Services and the Documentation. Crezco undertakes that the Services will be provided in accordance with applicable laws and regulations, good industry practice, and with reasonable skill and care.
6.2. The undertaking shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Crezco’s instructions, or modification or alteration of the Services by any person other than Crezco or Crezco’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking at clause 6.1, Crezco will, at its expense, use reasonable endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance, provided that such alternative means are substantially similar to the Services. Without prejudice to the foregoing, Crezco is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, to the extent outside of Crezco’s reasonable control, and you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities where outside of Crezco’s reasonable control.
6.3. Crezco warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
7. Subscription Fees and Payment
7.1. Fees may apply for certain services offered as set out in the Pricing Page. By agreeing to these Terms, you agree to pay applicable fees relating to your use of our Services and the Platform.
7.2. Your account is subject to a monthly or annual subscription fee and a payment. The fees are listed on our Pricing Page and also available upon request;
7.3. You will receive a monthly invoice for the coming month.
7.4. Billing is done via Crezco link, and a received invoice is payable upon receipt.
8. Exchange Rates
8.1. When we refer to an exchange rate, it means the change rate at the relevant time for the relevant currency pair (for example, GBP to EUR, USD to AUD) that is offered by Crezco.
8.2. We will let you know the exchange rate when you initiate an international payment using Crezco’s Services and Platform.
8.3. Please note that we are not a currency trading platform, accordingly, you should not use our Services for this purpose. If we detect that you are using our Services for this purpose, we may, at our option, restrict your ability to use this or other features.
9. Your Data
9.1. You shall own all right, title and interest in and to all of your Personal Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of your Personal Data.
9.2. For the purposes of this Agreement, "Personal Data", "data controller", "data processor", “data subject” and "process" shall have the meaning given by the Data Protection Law.
9.3. The Parties agree and acknowledge that Crezco will be a data processor in respect of your Personal Data.
9.4. Crezco will process your Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards, and other similar instruments, including but not limited to the Data Protection Law.
9.5. Crezco will process your Personal Data only to the extent, and in such a manner, as is necessary for this Agreement and in accordance with your written instructions from time to time and will not process your Personal Data for any other purpose. Where Crezco is required by law to process your Personal Data, Crezco will promptly inform you of such legal requirement prior to carrying out the processing, unless it is prohibited from doing so by law.
9.6. Crezco will ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of your Personal Data and against accidental loss or destruction of, or damage to, your Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting your Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to your Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it.
9.7. Crezco will ensure that all personnel who have access to and/or process your Personal Data have undertaken training in the laws relating to handling Personal Data and are obliged to keep your Personal Data confidential.
9.8. Crezco will promptly notify you if it receives any complaint, notice or communication which relates to the processing of your Personal Data, or any request from a data subject for access to that person’s personal data. Crezco shall provide you with full cooperation and assistance in relation to any such complaint, notice communication, or request and shall not disclose any of your Personal Data to any data subject or to a third party other than at the request of you, or as provided for in this Agreement.
9.9. Crezco will promptly notify you if it becomes aware of any unauthorised or unlawful processing, loss of, damage to, disclosure of, access to or destruction of your Personal Data (“Data Breach”) and provide you with full co-operation, information and assistance in respect of any Data Breach, at Crezco’s own expense.
9.10. Crezco will promptly comply with any request requiring you to amend, transfer, return or delete your Personal Data, unless otherwise required by law.
9.11. Crezco reserves the right to maintain your Personal Data as is required by applicable law or regulation after any end of term or termination.
9.12. Crezco shall be entitled to monitor your usage and your Authorised Users for the purposes of performing and monitoring compliance with this Agreement, and also to generate aggregated information about the usage of the Services which Crezco may use to improve the Services and for other business purposes.
10. Crezco Liability
10.1. Crezco will be liable to you for unauthorised payments or our mistakes. In case of an unauthorised payment or mistake due to our error, we shall at your request immediately refund the payment amount including all fees, if any, deduced by us. This shall not apply if:
10.1.1. you have acted fraudulently, in which case we will not refund you in any circumstances; or
10.1.2. if you do not notify us (within twenty-four hours) of security issues on your User Account (e.g. loss of your password), you remain liable for losses incurred after the time period (within twenty-four hours) until which time you notify us of the security issue; or
10.1.3. if you don’t let us know about the unauthorised or incorrectly completed transaction within 13 months from the date of the payment transaction.
10.2. Crezco will be responsible to you for foreseeable loss and damage caused by us. If we do not reasonably meet our commitments to you, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill. We are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during your account sign up process.
10.3. Crezco will not be liable to refund you for any losses caused by circumstances beyond our control, for example, due to extreme weather, terrorist activity or industrial action.
10.4. Crezco is not liable for any contravention of a requirement imposed on it by or under Part 7 of the Payment Services Regulations 2017 where the contravention is due to:
(a) abnormal and unforeseeable circumstances beyond Crezco's control, the consequences of which would have been unavoidable despite all efforts to the contrary; or
(b) the obligations of Crezco under other provisions of EU or national law.
10.5. The responsibility for monitoring and verifying the accuracy of Payment Information belongs solely to you. Crezco shall have no liability as a result of any Payment duly processed out in accordance with the Payment Information provided.
11.1. If you have a complaint or query about this Agreement or the Services, you should contact us by either: a) notice delivered by hand or by pre-paid first class post of next Business Day delivery service at our registered office; or deliver by way of email to email@example.com.
11.2. If we are unable to resolve your complaint and it relates to the Payment Services, you may be entitled to refer it to the Financial Ombudsman Service. Further information is available at https://www.financial-ombudsman.org.uk/.
11.3. This Agreement (and any non-contractual obligations arising out of or in connection with it and any claim or dispute in relation to its formation) shall be governed by and interpreted in accordance with the laws of England & Wales. You agree to the jurisdiction of the courts in England & Wales over any claim, dispute or matter arising out of, under or in connection with this Agreement (and any non-contractual obligations arising out of or in connection with them and any claim or dispute in relation to their formation), provided, however that if you live in: (a) Scotland, either you or us can also bring legal proceedings in respect of this Agreement in the Scottish courts; or (b) Northern Ireland, either you or us can also bring legal proceedings in respect of this Agreement in the Northern Irish courts.
12. Term and Termination
12.1. This Agreement shall commence on the date of your registration under clause 2 and shall continue until terminated under this clause 10.
12.2. Either Party can terminate this agreement anytime on thirty (30) days’ written notice.
12.3. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
12.3.1. the other party fails to pay any amount due under this Agreement on the final due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
12.3.2. the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
12.3.3. the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
12.3.4. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
12.3.5. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
12.3.6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
12.3.7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
12.3.8. the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
12.3.9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
12.3.10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
12.4. On termination of this agreement for any reason:
12.4.1. you shall immediately cease all use of the Services and the Documentation;
12.4.2. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
13.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement.
13.2. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
13.3. Each party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including, without limitation, the FCA) 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 reasonably possible.
13.4. Crezco acknowledges that your Personal Data and Payment Information is confidential.
13.5. No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
14. Changing the Agreement
14.1. We may change any of this Agreement at any times. If we make any changes, we will notify you by email at least 1 months in advance of such change coming into effect and the amended version of this Agreement being posted on Site. Changes that make these Terms more favourable to you shall come into effect immediately after relevant notice. You will be deemed to have accepted any change to these terms and conditions unless you notify us of any objection before the proposed date of the change.
15.1. Force majeure: Neither party will have liability to the other party under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the affected party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, but always excluding: a) any act or omission arising as a result of a failure by Crezco to have in place and implement adequate disaster recovery and business continuity plans and procedures; and / or b) failure of sub-contractors and suppliers (except to the extent they suffer from a similar event of force majeure), provided that the non-affected party is notified of such an event and its expected duration.
15.2. Variation: No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
15.3. Waiver: No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15.4. Rights and remedies: Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
15.5. Severance: If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, the other provisions shall remain in force. Or, if any invalid, unenforceable or illegal provision would be valid, enforceable, or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
15.6. Entire agreement: This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
15.7. Each Party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement.