Aura business agreement
This section of the agreement only applies to Aura Business customers. If your organization signed a service agreement with Aura Tours LTD, that Agreement may be different from the terms below. Please contact your organization's Admin for details.
This Aura Business Agreement ("The Business Agreement") is between Aura Tours LTD (A limited company registered in England and Wales under company number 11210451 and registered address is 8 Devonshire Square, Spitalfields, London, EC2M 4PL, United Kingdom.) and the organization agreeing to these terms ("Customer"). By clicking "I Agree", signing your contract for the Services, or using the Services, you agree to this Business Agreement and below terms as a Customer.
If you are agreeing to this Agreement and below terms, for use of the Services by an organization, you are agreeing on behalf of that organization. You must have the authority to bind that organization to these terms, otherwise you must not sign up for the Services.
There are other terms that apply to you:
The definitions and rules of interpretation in this condition apply in these terms and conditions.
- Content: any text, graphics, audio, visual (including still visual images) and/or audio-visual material, software, applications, data, database content or other multimedia content, information and material, including the metadata relating to any such content
- Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
- Customer Data: any information that is provided by or on behalf of the Customer to Aura as part of the Customer's use of the Services, including any information derived from such information.
- Customer Personal Data: any personal data comprised in the Customer Data.
- Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all 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).
- Deliverables: all products and materials developed by Aura in relation to the Services in any media, including, without limitation, computer programs, data, diagrams, reports and specifications (including drafts).
- Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
- Licensed Software: Aura software as specified in this agreement and or Order Form(s) and all subsequent amendments and updates to, or new versions of, such software as may be provided under these Terms.
- Order Form: The ordering document, or order page, for the Services.
- Pre-existing Materials: materials which existed before the commencement of the Services.
- Project Plan: the detailed plan describing the Services and setting out the estimated timetable (including without limitation any milestones) and responsibilities of each of the parties for, or in connection with, the provision of the Services by Aura in accordance with the Contract.
- Services: the services to be provided by Aura under the Contract.
- UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including 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.
- VAT: value added tax chargeable under English law for the time being and any similar additional tax.
- 1.2 Condition, Schedule and paragraph headings shall not affect the interpretation of this agreement.
- 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
- 1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
- 1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
- 1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
- 1.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
- 1.8 A reference to writing or written includes faxes but not email.
- 1.9 References to conditions and Schedules are to the conditions and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.
- 1.1 Definitions:
2. Application of conditions
2.1 These conditions shall:
- 2.1.1 Apply to and be incorporated in the Contract; and
- 2.1.2 prevail over any inconsistent terms or conditions contained in, or referred to in, the Order Form(s) or specification, or implied by law, trade custom, practice or course of dealing.
- 2.2 No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on Aura unless in writing and signed by a duly authorised representative of Aura.
- 2.1 These conditions shall:
3. Effect of Order
- 3.1 The Customer's Order Form(s) constitute an offer by the Customer to purchase the Services specified in it on these conditions; accordingly, the execution and return of the acknowledgement copy of the Order Form(s) by Aura, or Aura's commencement or execution of work pursuant to the Order Form(s), shall establish a contract for the supply and purchase of those Services on these conditions. The Customer's standard terms and conditions (if any) shall not govern the Contract.
4. Aura's obligations
- 4.1 Aura shall use reasonable endeavours to manage and complete the Services, and to deliver the Deliverables to the Customer, in accordance in all material respects with the Project Plan.
- 4.2 Aura shall use reasonable endeavours to meet the performance dates specified in the Order Form (Project Plan), but any such dates shall be estimates only and time shall not be of the essence of the Contract.
5. Customer's obligations
5.1 The Customer warrants, represents and undertakes that:
- 5.1.1 it has the full capacity and authority to enter into and perform this agreement and that this agreement is executed by a duly authorised representative of the Customer;
- 5.1.2 it shall comply with and use the Services in accordance with these terms and all applicable laws, and shall not do any act that shall infringe the rights of any third party including the publishing or transmission of any materials contrary to relevant laws or in breach of Aura's policies including Acceptable Use Policy and Website/App Terms and Conditions;
- 5.1.3 it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to license to Aura, any materials reasonably necessary for the fulfilment of all its obligations under these terms, including any third-party licences and consents; and
- 5.1.4 Aura's possession and use in accordance with these Terms of any materials (including third-party materials supplied by the Customer to Aura) shall not cause Aura to infringe the rights, including any Intellectual Property Rights, of any third party.
- 5.1.5 it shall co-operate with Aura in all matters relating to the Services;
- 5.1.6 it shall provide in a timely manner such access to the Customer's premises and data, and such office accommodation and other facilities, as is reasonably requested by Aura in connection with the Services;
- 5.1.7 it shall provide in a timely manner such information as Aura may request, and ensure that such information is accurate in all material respects; and
- 5.1.8 it shall be responsible (at its own cost) for preparing the relevant premises for the supply of the Services.
5.2 The Customer shall not store, distribute or transmit through the Services any material that:
- 5.2.1 is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive;
- 5.2.2 facilitates illegal activity;
- 5.2.3 depicts sexually explicit images; and/or
- 5.2.4 promotes unlawful violence, discrimination based on race, gender, age, disability, sexual orientation, religion, belief or gender reassignment, or any other illegal activity.
- 5.3 The Customer shall remain responsible for the use of the Services under its control, including any use by third parties (whether fraudulent or invited by the Customer).
- 5.1 The Customer warrants, represents and undertakes that:
6. Change control
6.1 If either party requests a change to the scope or execution of the Services, Aura shall, within a reasonable time, provide a written estimate to the Customer of:
- 6.1.1 the likely time required to implement the change;
- 6.1.2 any variations to Aura's charges arising from the change;
- 6.1.3 the likely effect of the change on the Project Plan; and
- 6.1.4 any other impact of the change on the terms of the Contract.
- 6.2 If Aura requests a change to the scope of the Services, the Customer shall not unreasonably withhold or delay consent to it.
- 6.3 If the Customer wishes Aura to proceed with the change, Aura has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges, the Project Plan and any other relevant terms of the Contract to take account of the change.
- 6.1 If either party requests a change to the scope or execution of the Services, Aura shall, within a reasonable time, provide a written estimate to the Customer of:
7. Charges and Payment
- 7.1 Fees: Customer will pay Aura all applicable Fees for the Services, in the currency and pursuant to the payment terms indicated on the Order Form, or in the applicable agreement between Customer. Customer authorizes Aura to charge Customer for all applicable Fees using Customer's selected payment method, and Customer will issue the required purchasing documentation. Fees are non-refundable except as required by law or as otherwise specifically permitted in the Agreement.
- 7.2 Customer will provide complete and accurate billing and contact information to Aura.
7.3 Any fixed price contained in the Order Form excludes:
- 7.3.1 the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the project team in connection with the Services, and the cost of any materials or services reasonably and properly provided by third parties required by Aura for the supply of the Services. Such expenses, materials and third party services shall be invoiced by Aura; and
- 7.3.2 VAT, which Aura shall add to its invoices at the appropriate rate.
- 7.3.3 The Customer shall pay each invoice submitted to it by Aura in full, and in cleared funds, within 10 days of receipt.
7.4 Without prejudice to any other right or remedy that Aura may have, if the Customer fails to pay Aura on the due date Aura may:
- 7.4.1 charge interest on such sum from the due date for payment at the annual rate of 2.5% above the base lending rate from time to time of the Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and
- 7.4.2 suspend all Services until payment has been made in full.
- 7.5 Time for payment shall be of the essence of the Contract.
- 7.6 All payments payable to Aura under the Contract shall become due immediately on termination of the Contract, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
- 7.7 All amounts due under this agreement shall be paid by the Customer to Aura in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). Aura may, without prejudice to any other rights it may have, set off any liability of the Customer to Aura against any liability of Aura to the Customer.
8. Scope of the free Services
- Aura reserves the right to limit, change the scope of the free services. Aura may top or limit the use of the free Services.
9. Intellectual Property Rights
9.1 Aura and the Customer acknowledge and agree that:
- 9.1.1 all Intellectual Property Rights owned by a party in the Content are the property of that party and/or its licensors;
- 9.1.2 all Intellectual Property Rights in Customer Content are the property of the Customer and/or its licensors;
- 9.1.3 nothing in this agreement will confer on the other party any right of ownership in the Content;
- 9.1.4 all Intellectual Property Rights in the Platform Provider Materials are the property of Platform Provider and/or its licensors; and
- 9.1.5 nothing in this agreement will confer on Content Provider any right of ownership in the Platform Provider Materials.
- 9.2 Customer hereby licenses all Intellectual Property Rights in Customer Content to Aura and granted irrevocable, worldwide, non-exclusive and royalty free right to use, download, copy, modify or adapt the Content for commercial or non-commercial purposes. The Customer acknowledges Aura will continue to have this license indefinitely even If Customer terminates the Contract except otherwise specifically stated in the Order Form.
- 9.3 All Intellectual Property Rights and all other rights in the Services shall be owned by Aura. Aura hereby licenses all such rights to the Customer on a non-exclusive, non-transferable and worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Services and the Services as is envisaged by the parties. If Aura terminates the Contract, this licence will automatically terminate.
- 9.4 The Customer acknowledges that the Customer's use of rights in Pre-existing Materials is conditional on Aura obtaining a written end-user licence (or sub-licence) of such rights from the relevant licensor or licensors on such terms as will entitle Aura to license such rights to the Customer.
- 9.5 The Intellectual Property Rights in the Licensed Software are, and shall remain, the property of Aura, and Aura reserves the right to grant a licence to use such software to any other party or parties.
- 9.6 The Licensed Software and the Documentation are the property of Aura (or the appropriate third-party rights-owner(s)) and the Customer acquires no rights in or to the Licensed Software or the Documentation other than those expressly granted by this agreement.
9.7 The Customer shall use reasonable endeavours to prevent any infringement of Aura's Intellectual Property Rights in the Licensed Software and shall promptly report to Aura any such infringement that comes to its attention. In particular, the Customer shall:
- 9.7.1 ensure that each Licensed User, before starting to use the Licensed Software, is made aware that the Licensed Software is proprietary to Aura and that it may only be used and copied in accordance with this agreement;
- 9.7.2 implement suitable disciplinary procedures for employees who make unauthorised use or copies of the Licensed Software; and
- 9.7.3 only permit end user access to the Licensed Software to those persons who have undertaken to comply with all relevant Aura Policy's and Terms and Conditions and to indemnify Aura in relation to any breach caused by end users that the Customer has permitted to access the Licensed Software.
- 9.1 Aura and the Customer acknowledge and agree that:
10. Software licence and documentation
- 10.1 Aura grants, subject to these terms, the Customer the non-exclusive, non-transferable right: to use the Licensed Software and the Documentation for any purpose reasonably related to the Services (Licensed Purposes).
10.2 The Licensed Software may be used only by Licensed Accounts at the Site(s), except as follows:
- 10.2.1 the Licence may, with the prior written consent of Aura, be extended to additional Licensed Accounts, provided that any appropriate additional fee is paid to Aura before such use;
- 10.2.2 if the Customer transfers the whole of the Business permanently to another site, the Licensed Software may be used at the new site by the Licensed Account, provided that Aura is informed in writing of the change of site before use of the Licensed Software commences at the new site;
- 10.2.3 if any Site becomes temporarily unusable due to flood, fire or similar damage, or an emergency situation, the Licensed Software may be used at an alternative site until the Site is again usable, provided that the Customer gives Aura notice of such alternative site and permits Aura to inspect such site once the Licensed Software is again in use at the Site to ensure that no copy of all or any part of the Licensed Software remains at the temporary site.
- 10.3 The Customer shall comply with the Third-Party Licences and shall indemnify and hold Aura harmless against any loss or damage which it may suffer or incur as a result of the Customer's breach of such terms howsoever arising.
- 10.4 Aura may treat the Customer's breach of any Third-Party Licence as a breach of this agreement.
11. Transfer or reproduction of licensed software
- 11.1 The Customer may make such copies of the Licensed Software as are reasonably necessary for use in accordance with this agreement and for the purposes of backup and security. The Customer has no right to make, or authorise the making of, any other copies of the Licensed Software.
- 11.2 Aura shall at all times own all copies of all or any part of the Licensed Software. For copies recorded on a tangible medium, the Customer shall place on each copy of all or any part of the Licensed Software a clearly visible label indicating that the copy is the property of Aura, and reproducing Aura's proprietary rights notice. For electronic copies, the Customer shall ensure that all proprietary notices contained in the Licensed Software shall be maintained in such copies and shall display when the software is run, in the same way as in the case of the Licensed Software as supplied by Aura. The Customer shall keep all copies of the Licensed Software in a secure place when not in use and shall, at all times, keep all such copies in its possession or control.
11.3 The Customer shall not:
- 11.3.1 sub-license, rent, lend, assign or transfer in any other way this agreement or the Licensed Software to any person without the prior written consent of Aura; and
- 11.3.2 give access to the Licensed Software through any network of computers to users who are not employees or agents of the Customer.
12. Use and adaptation of licensed software
- 12.1 The Customer may use the Licensed Software with other software.
- 12.2 The Customer may not make adaptations or variations of the Licensed Software without the prior consent of Aura.
- 12.3 The Customer may not disassemble, decompile, reverse translate or in any other manner decode the Licensed Software, except as permitted by law.
13. Confidentiality and Aura's property
- 13.1 The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by Aura or its agents, and any other confidential information concerning Aura's business or its products which the Customer may obtain. The Customer shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know it for the purpose of discharging the Customer's obligations to Aura, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Customer.
13.2 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
- 13.2.1 is or becomes publicly known other than through any act or omission of the receiving party;
- 13.2.2 was in the other party's lawful possession before the disclosure;
- 13.2.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
- 13.2.4 is independently developed by the receiving party, which independent development can be shown by written evidence.
- 13.3 Each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
- 13.4 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.
- 13.5 A 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 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 possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 13.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
- 13.6 All materials, equipment and tools, drawings, specifications and data supplied by Aura to the Customer shall at all times be and remain the exclusive property of Aura, but shall be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to Aura, and shall not be disposed of or used other than in accordance with Aura's written instructions or authorisation.
- 13.7 The above provisions of this clause 10 shall survive termination of the Contract, however arising.
14. Customer Data
- 14.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
14.2 The parties acknowledge that:
- 14.2.1 if Aura processes any personal data on the Customer's behalf when performing its obligations under this agreement, the Customer is the controller and Aura is the processor for the purposes of the Data Protection Legislation.
- 14.2.2 the personal data may be transferred or stored outside the EEA or the country where the Customer is located in order to carry out the Services and Aura's other obligations under this agreement.
- 14.3 Without prejudice to the generality of clause 11.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Aura for the duration and purposes of this agreement so that Aura may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf.
14.4 Without prejudice to the generality of clause 11.1, Aura shall, in relation to any personal data processed in connection with the performance by Aura of its obligations under this agreement:
- 14.4.1 process that personal data only on the documented written instructions of the Customer unless Aura is required by the laws of any member of the European Union or by the laws of the European Union applicable to Aura and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where Aura is relying on Applicable Laws as the basis for processing personal data, Aura shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Aura from so notifying the Customer;
- 14.4.2 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by Aura, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, 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 personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to 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).
14.4.3 not transfer any personal data outside of the EEA unless the following conditions are fulfilled:
- 220.127.116.11 the Customer or Aura has provided appropriate safeguards in relation to the transfer;
- 18.104.22.168 the data subject has enforceable rights and effective legal remedies;
- 22.214.171.124 Aura complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
- 126.96.36.199 Aura complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
- 14.4.4 assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
- 14.4.5 notify the Customer without undue delay on becoming aware of a personal data breach;
- 14.4.6 at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data; and
- 14.4.7 maintain complete and accurate records and information to demonstrate its compliance with this clause 11 and immediately inform the Customer if, in the opinion of Aura, an instruction infringes the Data Protection Legislation.
- 14.6 Aura shall follow its archiving and security procedures for Customer Data.
- 14.7 Aura shall promptly notify the Customer in writing of any actual or suspected loss or damage to the Customer Data. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Aura to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest backup of such Customer Data. Aura shall not be responsible for any loss, destruction, alteration or unauthorised access to or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Aura to perform services related to Customer Data maintenance and back-up). This clause 11.7 is without prejudice to the generality of clause 11.1.
15. Limitation of liability
15.1 The following provisions set out the entire financial liability of Aura (including without limitation any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
- 15.1.1 any breach of the Contract howsoever arising;
- 15.1.2 any use made by the Customer of the Services, the Deliverables or any part of them; and
- 15.1.3 any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising under or in connection with the Contract.
- 15.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
15.3 Nothing in these conditions excludes the liability of Aura:
- 15.3.1 for death or personal injury caused by Aura's negligence; or
- 15.3.2 for fraud or fraudulent misrepresentation.
- 15.4 Aura shall not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for (i) loss of profits; (ii) loss of business; (iii) depletion of goodwill or similar losses; (iv) loss of anticipated savings; (v) loss of goods; (vi) loss of contract; (vii) loss of use; (viii) loss or corruption of data or information; (ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
- 15.5 Aura's total liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid for the Services.
- 15.1 The following provisions set out the entire financial liability of Aura (including without limitation any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
16.1 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract without liability to the other if:
- 16.1.1 the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment;
- 16.1.2 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  days after being notified in writing to do so;
- 16.1.3 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;
- 16.1.4 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;
- 16.1.5 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;
- 16.1.6 an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party;
- 16.1.7 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;
- 16.1.8 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;
- 16.1.9 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;
- 16.1.10 there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
- 16.2 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
- 16.3 Termination of this agreement shall not affect 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.
- 16.1 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract without liability to the other if:
17. Force majeure
- 17.1 Aura shall not in any circumstances have any liability to the Customer under the Contract if it is prevented from, or delayed in, performing its obligations under the Contract 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 Aura or any other party), failure of a utility service or transport 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 or default of suppliers or sub-contractors.
- 18.1 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.
19. Rights and remedies
- 19.1 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.
- 20.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
- 20.2 If any provision or part-provision of this agreement is deemed deleted under clause 16.1, the parties shall negotiate in good faith to amend such provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
21. Entire agreement
- 21.1 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.
- 21.2 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.
- 21.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
22. No partnership or agency
- 22.1 Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including without limitation the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
23. Third party rights
- 23.1 This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
- 23.2 The Customer shall not, without the prior written consent of Aura, assign, transfer, charge, sub-contract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
24.1 Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be:
- 24.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office; or
- 24.1.2 sent by fax to its main fax number.
24.2 Any notice or communication shall be deemed to have been received:
- 24.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address
- 24.2.2 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 or at the time recorded by the delivery service;
- 24.2.3 if sent by fax, at 9.00 am on the next Business Day after transmission.
- 24.3 This condition 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. For the purposes of this condition, "writing" shall not include email.
- 24.1 Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be:
25. Governing law
- 25.1 The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by and construed in accordance with the law of England and Wales.
- 26.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).