SCHEDULE 1

COASTR (trading name of NUVVEN LTD., Registered in Scotland with company number - SC596564 and registered office at 84 Commercial Street, Leith, Edinburgh EH66LX) Terms and Conditions for all free and paid plans

 

1.TERMS AND CONDITIONS

  1. These are the Terms and Conditions for COASTR (trading name of NUVVEN LTD.), a company incorporated in Scotland (registered number SC 596564) with registered office 84 Commercial Street, Leith, Edinburgh EH66LX (“NUVVEN”) in relation to its Services (as defined below).

  2. These Terms and Conditions together with the Services Confirmation form the agreement between COASTR and the Customer for the Services ("Agreement").
     

2.DEFINITIONS

  1. The following definitions apply to these Terms and Conditions:
     

Affiliate: means in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party.

Authorised User: any person who is authorised by the Customer to use the Services and Documentation in accordance with the Agreement.

Business Day: any day which is not a Saturday, Sunday or public holiday in the UK.

Confidential Information: has the meaning provided in clause 11.1.

Customer: the customer who subscribes for the Services as set out in the Services Confirmation.

Customer Data: the data inputted by the Customer, for the purposes of using the Services, together with all data generated from use of the Services.

Documentation: the documents made available to the Customer by COASTR (including by online means) which sets out a description of the Services and the user instructions for the Services.

Data Protection Legislation: means the UK Data Protection Act 2018 and related subordinate legislation, as may be amended, updated or re-enacted from time to time, together with the GDPR for such time as it remains applicable in the UK.

Devices: means the telematic devices and which COASTR provide for use with the Services, as confirmed in the Services Confirmation.

Effective Date: the date of last signature of the Services Confirmation.

Fees: the fees payable by the Customer as set out in the Services Agreement.

GDPR: the European Union General Data Protection Regulation (2016/679/EU)

Normal Business Hours: 9.00 am to 5.30 pm UK time, each Business Day.

Platform: means COASTR’s infrastructure and cloud computing platform which is used to provide the Services.

Services: the car rental management subscription services to be provided by COASTR to the Customer under the Agreement via [●] as described in the Documentation.

Services Confirmation: the service confirmation document setting out the details of the Customer, Services and Fees, and which together with these Terms and Conditions form the Agreement.

Software: the online software applications provided by COASTR in relation to the Services.

 

Term: means the period stated in the Services Confirmation starting on the Effective Date.

Trial Period: has the meaning provided at clause 10.2. 

Virus: any thing 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.

3.AUTHORISED USERS

  1. COASTR grants to the Customer from the Effective Date a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the term of the Agreement for the Customer’s internal business operations.

  2. The Customer shall not, and ensure Authorised Users shall not, access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

    1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; or

    2. facilitates illegal activity; or

    3. in a manner that is otherwise illegal or causes damage or injury to any person or property;

and COASTR reserves the right, without liability or prejudice to its other rights to the Customer or Authorised Users, to disable the Customer’s or Authorised Users’ access to any material that breaches the provisions of this clause.

  1. The Customer shall not, and ensure Authorised Users shall not (except to the extent expressly permitted under the Agreement):

    1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute (as applicable) all or any portion of the Software or Documentation (as applicable) in any form or media or by any means; or

    2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form (as applicable) all or any part of the Software; or

    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;

    4. attempt to obtain, or assist third parties in obtaining, access to the Services or Documentation, other than as provided under this clause 3; or

    5. attempt to bypass or disable any security feature or mechanism within the Services.

  2. The Customer shall, and ensure Authorised Users shall, keep all password and log-in details used in relation to

 

the Services secure, and shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and the Documentation and, in the event of any such unauthorised access or use, promptly notify COASTR.

  1. The rights provided under this clause 3 are granted to the Customer and shall not be considered granted to any subsidiary or holding company of the Customer.
     

4.SERVICES

  1. During the term of the Agreement, COASTR shall provide the Services and make available the Documentation, to the Customer on and subject to the terms of the Agreement.

  2. COASTR shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

    1. planned maintenance carried out during the agreed maintenance windows;

    2. unscheduled maintenance performed outside Normal Business Hours, provided that COASTR has used reasonable endeavours to give the Customer at least six (6) Normal Business Hours’ notice in advance; and

    3. any emergency maintenance as required, provided COASTR provides prompt notice of any emergency maintenance to the Customer.

  3. The terms of the Agreement for the different subscription plans will be as follows, and will be automatically be extended by Coastr (except for the Coastr Free Trial plan), unless otherwise instructed by the Customer:

    1. Coastr Free trial - 14 days

    2. Coastr Growth - 12 months

    3. Coastr Pro - 36 months

    4. Coastr Enterprise - 36 months

5.CUSTOMER DATA

  1. As between the parties the Customer shall own the Customer Data and the Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. COASTR does not monitor any Customer Data posted or provided by the Customer as part of the Services. COASTR shall only be entitled to amend any Customer Data when requested in writing to do so by the Customer.

  2. COASTR shall follow its back-up procedures for Customer Data as set out in its back-up policy (available at such website address as may be notified to the Customer from time to time), as such document may be amended by COASTR in its sole discretion. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against COASTR shall be for COASTR to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the procedures described in its back-up policy. COASTR shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up, and for breaches of clause 5.3, for which it shall remain fully liable).

  3. If the Customer Data includes any personal data (as that term is defined in the Data Protection Legislation), and COASTR requires to process such data in relation to the Services being provided to the Customer, then the parties acknowledge that COASTR shall be deemed the processor and the Customer the controller (as those terms are defined in the Data Protection Legislation) and in any such case:

    1. COASTR shall process the personal data only in accordance with the terms of the Agreement and any lawful instructions reasonably given by the Customer from time to time;

 

  1. in relation to the scope, nature and purpose of the processing by COASTR in relation to the Services: the categories of data subjects are the individuals who rent cars from the Customer; the type of data will be the identity data (including name, address, data of birth and driving licence details); and the duration of the processing is concurrent with the duration of the Agreement;

  2. all individuals involved in the provision of the Services on behalf of COASTR shall be subject to appropriate obligations of confidentiality;

  3. COASTR warrants that the provision of the Services includes the implementation of sufficient technical and organisational measures to ensure an appropriate level of security in relation to the processing of personal data as required by Data Protection Legislation;

  4. COASTR shall as far as is possible and proportionate in relation to the nature of the processing, implement technical and organisation measures that assist the Customer with its obligations in relation to the exercise of data subject's rights as described in Data Protection Legislation;

  5. the Customer acknowledges that COASTR is authorised to transfer personal data to third party technology partners which COASTR has engaged, or may engage, in relation to platform hosting elements of the Services on condition that any such transfer and engagement will be in accordance with Data Protection Legislation and COASTR shall remain fully liable to the Customer for the performance of such third party technology partner’s obligations;

  6. COASTR shall notify the Customer without undue delay after becoming aware of any breach of Data Protection Legislation relating to the Personal Data. Such notification shall:

    1. include information on the nature of the breach and the data involved;

    2. describe the categories and approximate number of individuals concerned and the likely consequences;

    3. describe the measures taken or proposed to be taken to address the issue; and

    4. provide contact detail for the Customer to obtain more information on the issue;

  7. COASTR shall, at the choice of the Customer, delete or return all personal data to the Customer when the provision of the Services has been concluded, except where COASTR is required to retain any such personal data under any separate legal obligation;

  8. COASTR shall make available to the Customer such information as the Customer may reasonably request in relation to demonstrating compliance with Data Protection Legislation, and shall participate in audits and inspections where reasonably requested by the Customer in relation to the demonstration of such compliance;

 

  1. COASTR shall not transfer any personal data outside the European Economic Area (EEA) unless the consent of the Customer has been obtained (including under the Agreement) and subject to appropriate safeguards being in place and on condition that any such transfer will be in accordance with Data Protection Legislation;

  2. the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to COASTR so that COASTR may lawfully use, process and transfer the Personal Data in accordance with the Agreement on the Customer's behalf; and

  3. the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by Data Protection Legislation.

  4. COASTR shall be entitled, on a perpetual and irrevocable basis, to create anonymised data from the Customer Data for the purposes of research, analysis and developing and improving its services, and the exploitation of such anonymised data, and shall own all right, title and interest in such anonymised data.

 

6.CUSTOMER OBLIGATIONS

  1. The Customer shall provide COASTR with all necessary co-operation in relation to the Agreement and all necessary access to such information and equipment as may be required by COASTR in order to provide the Services.

  2. The Customer shall submit all Customer Data in accordance with any prescribed form and/or minimum requirements set out by COASTR from time to time.

  3. The Customer shall comply with all applicable laws and regulations with respect to its activities under the Agreement and shall carry out all other Customer responsibilities set out in the Agreement in a timely and efficient manner.

  4. The Customer shall ensure that the Authorised Users use the Services and the Documentation in accordance with the terms of the Agreement and shall be responsible for any Authorised User’s breach of the Agreement.

  5. The Customer shall obtain and shall maintain all necessary licences, consents, and permissions necessary to enable it to receive the Services from COASTR.

  6. The Customer shall ensure that its network and systems comply with any relevant specifications provided by COASTR from time to time and be solely responsible for procuring and maintaining its network and internet connections.

 

7.COASTR OBLIGATIONS

  1. COASTR undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

  2. The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to COASTR’s instructions, or modification or alteration of the Services by any party other than COASTR or COASTR’s duly authorised contractors or agents. If the Services do not conform to this undertaking, COASTR warrants that, at its expense, it will use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and

 

exclusive remedy for any breach of the undertaking set out in clause 7.1.

  1. Notwithstanding the terms of clause 7.1, COASTR:

    1. does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer or Authorised Users through the Services will meet the Customer’s requirements; and

    2. 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, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

  2. This Agreement shall not prevent COASTR from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Agreement.

  3. COASTR warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement.

 

8.DEVICES

  1. COASTR shall provide the Devices for installation within Customer vehicles as stated in the Services Confirmation. Devices are only provided for use with the Services.

  2. Installation of Devices within Customer vehicles shall be at the Customer’s cost.

  3. Subject to Clause 8.4 COASTR warrants that the Devices will be of satisfactory quality and reasonably fit for their purpose. Devices that do not conform to the warranty provided above, shall be replaced at no cost to the Customer with no additional labour charges. Replacement of the Devices in accordance with this Clause 8.3 shall constitute the Supplier's maximum liability for breach of warranty.

  4. The warranties contained in Clause 8.3 are personal only to the Customer, may not be transferred and shall not apply to defects or failure due to:

    1. improper storage or treatment of the Devices;

    2. accident, neglect or misuse of the Devices (unless by COASTR), including without limitation improper use of the Devices, or

    3. the use of items not provided by COASTR; or

    4. any party other than COASTR modifying or adjusting or attempting to repair the Goods; or

    5. the Customer making any further use of such Devices after giving a notice of breach of warranty; or

    6. where the defect arises because the Customer failed to follow COASTR’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Devices.

  5. Any Devices which require to be replaced which are not covered by the warranty in this clause 8 shall be replaced at the Customer’s cost.

 

9.RIGHTS IN THE SERVICES

  1. All intellectual property rights in the Services and Documentation are owned by or validly licensed to COASTR. The Services and Documentation are

 

proprietary to COASTR (or the appropriate third party rights owner) and the Customer and Authorised Users acquire no rights in or to the Services and Documentation other than those expressly granted by the Agreement.

  1. Software and Documentation provided in relation to the Services are provided solely in relation to the Customer’s or Authorised Users’ use of the Services in accordance with the Agreement and are not provided, or to be used, for any other purpose.

 

10.PAYMENT

  1. The Customer shall pay the Fees to COASTR for the Services and Devices in accordance with this clause 10 and the Services Confirmation. Where payment is not made in Sterling, COASTR shall be entitled to recover the Sterling currency exchange costs from the Customer.

  2. No Fees shall be charged for the first two weeks of the Agreement which shall be treated as a trial period in relation to the Customer’s use of the Services (“Trial Period”).

  3. The Customer shall provide to COASTR valid, up-to-date and complete credit card or direct debit details acceptable to COASTR and/or any other relevant valid, up-to-date and complete contact and billing details.

  4. If the Customer provides its credit card details or bank direct debit details to COASTR, the Customer hereby authorises COASTR to bill such credit card or bank account on or after the Effective Date for Fees payable. Where no credit card or debit card details are provided COASTR shall invoice the Customer and the Customer shall pay each invoice within 30 days after the date of such invoice.

  5. If COASTR has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of COASTR:

    1. COASTR may, without liability to the Customer or Authorised User, disable the Customer’s or Authorised Users’ passwords, accounts and access (where applicable) to all or part of the Services and COASTR shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

    2. interest shall accrue on such due amounts at an annual rate equal to 2% over the then current base lending rate of the Bank of England at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.

  6. All amounts and fees stated or referred to in the Agreement shall be payable in the currency set out in the Services Confirmation, are non-cancellable and non-refundable, and are exclusive of value added tax, which shall be added to COASTR’s invoice(s) at the appropriate rate.

 

11.CONFIDENTIALITY

  1. Both during and for two years after the termination of the Agreement, each party (“Receiving Party”) shall keep in strict confidence any information that is proprietary or confidential and is either clearly labelled as such or which ought reasonably to be treated as confidential, including the existence and terms of the Agreement, all technical or commercial know-how, trade secrets, business information (including information relating to customers, clients, suppliers, plans, intentions, market

 

opportunities, operations, products, processes and designs), technology, software, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (“Disclosing Party”), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain (“Confidential Information”).

  1. The Receiving Party shall restrict disclosure of such Confidential Information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Agreement, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause “Confidentiality” shall survive termination of the Agreement.

  2. This clause 11 shall not apply to the disclosure of Confidential Information which:

    1. is now in, or hereafter comes into, the public domain otherwise than as a result of a breach of this clause 11;

    2. was obtained or acquired in circumstances under which the receiving party was not bound by any form of confidentiality obligation; and

    3. is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the Disclosing Party to limit disclosure to such authorised person to the extent necessary).

  3. Notwithstanding the terms of clause 11.1 and 11.2 above, COASTR shall be entitled to reference the Customer as being a customer of COASTR in relation to its marketing activities.

 

12.INDEMNITY

  1. The Customer shall defend, indemnify and hold harmless COASTR against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's or Authorised Users’ use of the Services or Documentation contrary to the Agreement, provided that:

    1. the Customer is given prompt notice of any such claim;

    2. COASTR provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and

    3. the Customer is given sole authority to defend or settle the claim.

  2. Subject to clause 13, COASTR shall defend the Customer, and if applicable, its officers, directors and employees against any claim that the Services or Documentation infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

    1. COASTR is given prompt notice of any such claim;

    2. the Customer provides reasonable co-operation to COASTR in the defence and settlement of such claim, at COASTR’s expense; and

    3. COASTR is given sole authority to defend or settle the claim.

 

  1. In the defence or settlement of any claim, COASTR may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

  2. In no event shall COASTR, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

    1. a modification of the Services or Documentation by anyone other than COASTR; or

    2. the Customer's or Authorised Users’ use of the Services or Documentation in a manner contrary to the instructions given to the Customer by COASTR; or

    3. the Customer's or Authorised Users’ use of the Services or Documentation after notice of the alleged or actual infringement from COASTR or any appropriate authority.

  3. The foregoing and clause 13.4 state the Customer's sole and exclusive rights and remedies, and COASTR’s entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

 

13.LIMITATION OF LIABILITY

  1. This clause 13 sets out the entire financial liability of COASTR (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Customer or Authorised User in respect of:

    1. any breach of the Agreement however arising;

    2. any use made by the Customer or Authorised Users of the Services; and

    3. any representation, statement or delictual act or omission (including negligence) arising under or in connection with the Agreement.

  2. Except as expressly and specifically provided in the Agreement:

    1. the Customer assumes sole responsibility for its use of the Services and acknowledges that use of the Services does not guarantee the Customer any improvement in its business efficiencies;

    2. COASTR shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to COASTR by the Customer or Authorised Users in connection with the Services or any actions taken by COASTR at the Customer's or Authorised Users’ direction;

    3. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement; and

    4. the Services and Documentation are provided to the Customer and Authorised Users on an "as is" basis.

  3. Nothing in these Terms and Conditions seeks to exclude COASTR’s liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation. COASTR excludes all other liability to the extent permitted at law.

 

  1. Subject to clause 13.3, in no event shall COASTR be liable for any loss of business, loss of profit, loss or corruption of data or for any indirect or consequential loss and COASTR’s total aggregate liability arising under the Agreement or otherwise relating to the Services (other than any loss directly caused by COASTR’s breach of clause 5) shall be limited to the total Fees paid during the 12 month period preceding the date on which the claim arose.

  2. The parties acknowledge and agree that any dates quoted for delivery of the Services are approximate only, and that the time of delivery is not of the essence. COASTR shall not be liable for any delay in delivery of the Services that is caused by an event, circumstance or cause outside the control of COASTR or the Customer’s failure to provide COASTR with adequate delivery instructions.

  3. The Customer shall have adequate insurance in place in relation to its potential liabilities in relation to the Agreement and shall promptly provide evidence of such when requested to do so by COASTR.

 

14.TERM AND TERMINATION

  1. The Agreement shall commence on the Effective Date and, unless terminated earlier in accordance with Clause

14.2 or 14.3, shall continue for the Term.

  1. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Agreement without liability to the other if:

    1. the other party commits a material breach of any of the terms of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

    2. the other party is insolvent within the meaning of section 123 of the Insolvency Act 1986; or

    3. the other party ceases, or threatens to cease, to trade.

  2. The Customer subscribed to the Growth plan shall be entitled to terminate the Agreement by giving written notice (including by way of email) giving COASTR 60 days written notice.

  3. The Customer subscribed to the Pro plan shall be entitled to terminate the Agreement by giving written notice (including by way of email) giving COASTR 90 days written notice.

  4. On termination of the Agreement for any reason:

    1. all rights to use the Services granted under the Agreement shall immediately terminate;

    2. each party shall return and make no further use of any equipment (including Devices), property, Documentation, and other items (and all copies of them) belonging to the other party;

    3. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced;

    4. The Customer shall have 30 days from termination to retrieve Customer Data from the Platform, after which time it shall be deleted by COASTR.

 

15.DISPUTE RESOLUTION

  1. In the event the parties are unable to resolve a dispute between them arising out of or relating to the Agreement, and except for claims for interdict or other similar relief, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by the Centre for Effective Dispute Resolution and the mediation will take place at such

 

location agreed by the parties (or by the mediator in the event parties cannot agree). The mediation agreement referred to in the Model Procedure shall be governed by Scots law.

  1. If the dispute is not settled by mediation within 10 days of commencement of the mediation or within such further period as the parties may agree in writing, the parties shall be free to seek to resolve the dispute by such other means subject always to clause 17.

 

16.GENERAL

  1. The Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns).

  2. If COASTR choose to waive any particular right it has under the Agreement on any particular occasion, this does not prevent it from exercising that right on another occasion.

  3. If any part of the Agreement is held by a court of law (or similar forum) to be invalid or unenforceable, this shall not affect the validity or enforceability of the rest of the Agreement.

  4. COASTR shall have no liability to the Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control.

  5. The Customer is not entitled to transfer or assign its rights and obligations under the Agreement to anyone else without COASTR’s prior written permission. COASTR may transfer its rights and obligations under the Agreement to an Affiliate by giving written notice of such transfer to the Customer.

  6. Nothing in the Agreement 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 the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

  7. All notices required or permitted under the Agreement will be in writing and given by email to the addresses set out in the Service Confirmation or such other email address as parties may intimate from time to time. Any such notice shall be deemed to have been duly received when confirmation of completion of its transmission has been recorded by the sender’s email system.

  8. The Agreement, including the Services Confirmation referencing these Terms and Conditions, constitutes the complete and exclusive understanding and agreement between Customer and COASTR regarding its subject matter and supersedes all prior or other agreements or understandings, written or oral, relating to its subject matter (including any proposal COASTR may have issued to the Customer). Each party acknowledges that, in entering into the Agreement it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to the Agreement or not) other than as expressly set out in the Agreement.

 

17.LAW AND JURISDICTION

  1. This Agreement shall be governed by Scots law. If either party requires to raise court proceedings in relation to any such dispute then the Scottish courts shall have exclusive jurisdiction under the Agreement in relation to those proceedings.