Terms & Conditions

Please read these terms of use carefully before you start to use our Website. By using our Website, you indicate that you accept the Terms of Use and that you agree to abide by them. If you do not agree to the Terms of Use, please refrain from using our Website.

About Us

We are a Limited company registered in England and Wales at Companies House Raising Partners Limited (we, us, and Raising Partners), company number 10660599, registered office First Floor, 85 Great Portland Street, First Floor, London, England W1W 7LT.

If you have any queries about the Website or any information contained on it, please contact us at First Floor, 85 Great Portland Street, First Floor, London, England W1W 7LT; or by email at info@raisingpartners.com

Accessing our website

Access to our Website is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our Website without notice. From time to time, we may restrict access to some or all of our Website. We will not be liable if for any reason our Website is unavailable at any time or for any period.

If you breach these Terms of Use, your permission to use the Website terminates immediately and you must immediately destroy any downloaded or printed extracts from the Website.

You are responsible for making all arrangements necessary for you to have access to our Website.

By accessing our Website any person using your computer agrees to be bound by these Terms of Use. You are responsible for ensuring that all persons who access our Website through your internet connection and on your computer are aware of these Terms of Use and that they comply with them. You are also responsible for the use of our Website by any person using your computer.

Disclaimer

Nothing on this Website is intended, nor should it be taken, to create any legal or contractual relationship. Any transmission, downloading or sending of any information from the Website does not create any contractual relationship.

The content of the Website is designed for information purposes only. Neither the information nor any opinions stated in the Website constitutes a solicitation or offer by Raising Partners Limited or Raising Partners Syndicate Limited to buy or sell any securities or other financial instruments or to provide any investment advice.

The provision of investment services may be restricted in certain jurisdictions. It is your responsibility to acquaint yourself with any local laws and restrictions on the usage of this Website and the availability of any services described on it. The information on this Website is not intended for distribution to or use by any personal entity in any jurisdiction or country where such distribution would be contrary to local law or regulation. The Services are available only to persons in the United Kingdom and other European Economic Area countries. The Services are not available to United States persons directly, unless introduced to Raising Partners by a FINRA registered broker or their United States attorney.

Nothing in this Website may be published in the press or elsewhere without permission of Raising Partners.

Raising Partners does not provide legal or tax advice. Clients of Raising Partners Limited and viewers of this Website are encouraged to consult their own legal and tax advisers before making any investment decision. Private companies in all jurisdictions and potential investors should take independent legal and taxation and investment advice before proceeding with any type of fund raising activity.

While we endeavour at all times to ensure information on our Website is clear, fair and not misleading at the date of publication, we do not hold the information as impartial and it should not be viewed as wholly objective. Information on this Website is based on sources that we believe to be reliable but we give no undertaking that it is accurate or complete and Raising Partners Limited cannot and does not guarantee the accuracy, validity, timeliness or completeness of any information or data made available to you for any particular purpose or at all.

Any opinions are subject to change without notice and Raising Partners Limited is under no obligation to report or keep information accurate.

This Website is controlled and operated by Raising Partners Limited in the United Kingdom. We make no representations that materials in the Website are appropriate or available for use in other locations. Those who choose to access the Website from other locations do so at their own risk and are responsible for compliance with all applicable laws

Intellectual property rights

This Website, its contents, any materials downloaded, and all intellectual property pertaining to or contained on the Website (including but not limited to copyrights, patents, database rights, graphics, designs, text, logos, trade dress, trademarks and service marks) are owned by or licensed to us and/or from third parties and all rights, title and interest in them shall remain the property of Raising Partners Limited and/or such third parties (collectively, the Content).

The Content is protected by copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.

You are permitted to print copies and download extracts of the content on the Website for your own personal use for information purposes only, and may draw the attention of others within your organisation to material posted on the Website, subject to the following conditions:

our status (and that of any identified contributors) as the authors of material on our Website must always be acknowledged;

you must not modify in any way the paper or digital copies of any materials you have printed off or downloaded, and you must not use any illustrations, photographs, video or audio sequences or graphics separately from any accompanying text;

you must not duplicate, copy, publish, modify, create derivative works from, participate in the transfer of, post on the internet, or in any way distribute, redistribute or exploit the Website, or any portion of the Website, for any public or commercial use without our express prior written consent;

you must not otherwise use any part of the Website in contravention of these Terms of Use.

If you print off, copy or download any part of the Website in breach of these Terms of Use, your right to use the Website will cease immediately and you must, at our option, return to us or destroy any copies of the materials you have made.

Unlawful or prohibited use

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, trojans, worms, logic bombs or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Website or to your downloading of any material posted on it, or on any website linked to it.

You must not misuse our Website by knowingly or recklessly introducing viruses, trojans, worms, logic bombs or any other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Website, the server on which our Website is stored or any server, computer or database connected to our Website. You must not attack our Website via a denial-of-service attack or a distributed denial-of service attack.

Any such unauthorised use of our Website may give rise to a claim for damages and/or be a criminal offence under the Computer Misuse Act 1990. We will report any such activity to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Website will cease immediately and without further notice.

Privacy

Our Privacy Policy applies to use of our Website, and its terms are made a part of these Terms of Use by this reference.

Additionally, by using our Website, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you send to our Website may be read or intercepted by others, notwithstanding our efforts to protect such transmissions. We are not responsible for any messages which are lost, altered by third parties or intercepted and we will not be liable to you or anyone else for any damages or otherwise in connection with any message sent by you to us or by us to you via the internet.

Our Website makes use of cookies. Cookies are files which our server uses to identify your computer. Cookies cannot identify which person is using the computer. The cookies we use record which parts of our Site are being visited and for how long.

The Privacy and Electronic Communications (EC Directive) (Amendment) Regulations 2011 requires that cookies can only be placed on a computer where the user has given their express consent. You can choose to accept or decline cookies when you first access our Site. We require you to indicate your choice via an automated “pop-up” box, which explains the cookies we use and what we use them for. Most web browsers automatically accept cookies, but you can also usually modify your browser setting to decline cookies if you prefer. If you decline to accept our use of cookies or set your web browser to decline their use, you will have only limited functionality in the use of our Site. Our Privacy Policy contains further guidance on our use of cookies.

Exclusion of liability

The material displayed on our Website is provided without any guarantees, conditions or warranties as to its accuracy, originality or completeness. To the extent permitted by law, we and third parties connected to us hereby expressly exclude:

• all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity;
• any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our Website or in connection with the use, inability to use, or results of the use of our Website, any websites linked to it and any materials posted on it, including:
• loss of income or revenue;
• loss of business;
• loss of profits or contracts;
• loss of anticipated savings;
• loss of data;
• loss of goodwill;
• wasted management or office time; and
• any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.
• In jurisdictions which do not allow the exclusion or limitations of certain types of liability, Raising Partners Limited’s liability will be limited to the maximum extent permitted by law.

Nothing in these Terms of Use limits or excludes our liability for death or personal injury arising from our negligence or any other liability which cannot be excluded or limited under applicable law.

Indemnity

By using our Website, you agree to indemnify and hold harmless Raising Partners Limited from and against any and all losses, claims, damages, costs and expenses (including reasonable legal and accounting fees) that Raising Partners Limited may become obliged to pay, arising or resulting from your use of our Website, the Content, or your breach of these Terms of Use. Raising Partners Limited reserves the right to assume or participate, at your expense, in the investigation, settlement and defence of any such action or claim.

Links to third-party websites

Our Website may contain links to websites and resources maintained by third parties. These links are provided for your information only. We have no control over the contents of those websites and resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. We are not responsible for the content, availability or privacy policies of those sites, and the existence of such links should not be considered an endorsement or recommendation of those sites or of any product or service offered on those sites or of any party that is associated with those sites.

Please note that other websites and resources linked to on our Website may be governed by separate terms and conditions, including privacy policies. You should refer to the applicable terms and conditions of those websites and resources before using them and you should direct any questions or comments about the linked website or resource to the appropriate website provider.

Linking to our website

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link from any website that is not owned by you.

Our Website must not be framed on any other website, nor may you create a link to any part of our Website other than the home page. We reserve the right to withdraw linking permission without notice.

If you wish to make any use of material on our Website other than that set out above, please address your request to info@raisingpartners.com

Revision of terms

We may revise these Terms of Use at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are binding on you. Some of the provisions contained in these terms of use may also be superseded by provisions or notices published elsewhere on our Website.

Jurisdiction and applicable law

The English courts will have non-exclusive jurisdiction over any claim arising from, or related to, a visit to our Website. We retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country.

These terms of use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

Miscellaneous

Any failure by Raising Partners Limited to exercise any rights or enforce any of these Terms of Use shall not constitute a waiver of such rights or terms.

If any provision of these Terms of Use or their application in a particular circumstance is held to be invalid or unenforceable to any extent, the remainder of these Terms of Use, or the application of such provision in other circumstances, shall not be affected thereby, and each provision of these Terms of Use shall be valid and enforced to the fullest extent permitted by law.

These Terms of Use (together with any documents referred to in them) constitute the entire agreement between you and Raising Partners Limited with regard to your use of our Website, and any and all other written or oral agreements or understandings previously existing between you and Raising Partners Limited with respect to such use are superseded and cancelled.

Your concerns

If you have any concerns about any material which appears on our Website, please contact info@raisingpartners.com

1. TERMS AND CONDITIONS
   1.  These are the Terms and Conditions for Raising Partners Limited, a company incorporated in England and Wales (registered number 10660599) with its registered office at 85 Great Portland Street, First Floor, London, United Kingdom, W1W 7LT (“Supplier”) in relation to its Services (as defined below).
   2. These Terms and Conditions together with the Services Confirmation form the agreement between the Supplier and the Customer for the Services (“Agreement”).
2.  DEFINITIONS
   1. The following definitions apply to these Terms and Conditions:
      Authorised User: means the employee or agent of the Customer, who is authorised by the Customer to access Runway.Business Day: any day which is not a Saturday, Sunday or public holiday in the UK or the country in which the Customer is based.Confidential Information: has the meaning provided in condition 9.1.Customer: the customer set out in the Services Confirmation.Documentation: the documents made available to the Customer by Supplier (including by online means) which sets out a description of the Subscription Services and the user instructions for them.Data Protection Legislation: means the Data Protection Act 2018, UK GDPR and GDPR as applicable and all related subordinate legislation, as may be amended, updated or re-enacted from time to time.
      Effective Date: means the date on which these terms are accepted by the Customer.

      Fees: the fees as set out in the Services Confirmation.

      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.

      Runway: means the Supplier’s online content and learning platform which is used to provide the Services.

      Services: the services set out in the Services Confirmation provided via Runway .

      Services Confirmation: the service confirmation document which together with these Terms and Conditions forms the Agreement.

      UK GDPR: the portion of the GDPR retained within the UK after leaving the European Union.

      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. SERVICES
   1.  During the term of the Agreement, Supplier shall provide the Services and make available Runway and the Documentation to the Customer, on and subject to the terms of the Agreement.
   2. Supplier shall use commercially reasonable endeavours to make Runway available 24 hours a day, seven days a week, except for:
      1. planned maintenance carried out during the agreed maintenance windows;unscheduled maintenance performed outside Normal Business Hours, provided that Supplier has used reasonable endeavours to give the Customer at least six (6) Normal Business Hours’ notice in advance; and
      2. any emergency maintenance as required, provided Supplier provide prompt notice of any emergency maintenance to the Customer.
   3. The Customer acknowledges and agrees that the content provided via Runway is provided for general information only. It is not intended to amount to advice on which the Customer should rely.
4. AUTHORISED USER
   1. Supplier grants to the Customer from the Effective Date a non-exclusive, non-transferable right to allow Runway to be accessed by the Authorised User in accordance with and for the duration of this Agreement.
   2. The Customer shall not, and will ensure the Authorised User 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 Supplier reserves the right, without liability or prejudice to its other rights to the Customer or the Authorised User, to disable the Customer’s or the Authorised User’s access to any material that breaches the provisions of this condition.
   3. The Customer shall not, and will ensure the Authorised User 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 Runway 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 Runway; 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 condition 4; or
      5. attempt to bypass or disable any security feature or mechanism within the Services.
   4. The Customer shall, and will ensure the Authorised User shall, keep all password, access links 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 Supplier.
   5. The rights provided under this condition 4 are granted to the Customer and shall not be considered granted to any parent, subsidiary or holding company of the Customer.
5. CUSTOMER OBLIGATIONS
   1. The Customer shall provide Supplier with all necessary co-operation in relation to the Agreement and all necessary access to such information as may be required by Supplier in order to provide the Services.
   2. The Customer shall comply with all applicable laws and regulations with respect to its activities under the Agreement.
   3. The Customer shall ensure that the Authorised User uses the Services in accordance with the terms of the Agreement and shall be responsible for any Authorised User’s breach of the Agreement.
6. SUPPLIER OBLIGATIONS
   1. Supplier will provide the Services substantially in accordance with the Documentation.
   2. The undertaking at condition 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Supplier’s instructions, or modification or alteration of the Services by any party other than Supplier or Supplier’s authorised contractors or agents.
   3. Notwithstanding the terms of condition 6.1, Supplier:
      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 User 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.
7. INTELLECTUAL PROPERTY RIGHTS
   1. All intellectual property rights in the Services and Documentation are owned by or validly licensed to Supplier. The Services and Documentation are proprietary to Supplier (or the appropriate third party rights owner) and the Customer and Authorised User acquire no rights in or to the Services and Documentation other than those expressly granted by the Agreement.
   2. Runway and Documentation provided in relation to the Services are provided solely in relation to the Customer’s or Authorised User’s use of the Services in accordance with the Agreement and are not provided, or to be used, for any other purpose.
8. PAYMENT
   1. The Customer shall pay the Fees to Supplier in accordance with this condition 8.
   2. The Customer shall provide to Supplier valid, up-to-date and complete credit card or direct debit details acceptable to Supplier and/or any other relevant valid, up-to-date and complete contact and billing details.
   3. If the Customer provides its credit card details or bank direct debit details to Supplier, the Customer hereby authorises Supplier to bill such credit card or bank account on or after the Effective Date for any Fees payable. Where no credit card or debit card details are provided Supplier shall invoice the Customer and the Customer shall pay each invoice within 30 days after the date of such invoice.
   4. If Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Supplier:
      1. interest shall accrue on such due amounts at an annual rate equal to 4% 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.
      2. Supplier may, without liability to the Customer or Authorised User, disable the Customer’s or Authorised User’ passwords, accounts and access (where applicable) to all or part of the Services and Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
   5. 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 Supplier’s invoice(s) at the appropriate rate.
9. 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”).
   2. 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 condition “Confidentiality” shall survive termination of the Agreement.
   3. This condition 9 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 condition 9:
      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 end by law or regulation to receive the same (after consultation, if practicable, with the Disclosing Party to limit disclosure to such end person to the extent necessary).
   4. Notwithstanding the terms of condition 9.1 and 9.2 above, Supplier shall be entitled to reference the Customer as being a customer of Supplier in relation to its marketing activities.
10. LIMITATION OF LIABILITY
    1. This condition 1 sets out the entire financial liability of Supplier (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 User of the Services; and
       3. any representation, statement or torteous 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 or other particular outcome;
          1. Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Supplier by the Customer or Authorised User in connection with the Services or any actions taken by Supplier at the Customer’s or Authorised User’s direction;
          2. 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
          3. the Services and Documentation are provided to the Customer and the Authorised User on an “as is” basis.
    3. Nothing in these Terms and Conditions seeks to exclude Supplier’s liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation. Supplier excludes all other liability to the extent permitted at law.
    4. Subject to condition 11.3, in no event shall Supplier be liable for any loss of business, loss of profit, loss or corruption of data or for any indirect or consequential loss and Supplier’s total aggregate liability arising under the Agreement or otherwise relating to the Services (other than any loss directly caused by Supplier’s breach of condition 6) shall be limited to the total Fees paid during the 12 month period preceding the date on which the claim arose.
    5. 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. Supplier 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 Supplier or the Customer’s failure to provide Supplier with adequate instructions.
    6. 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 Supplier.
11. TERM AND TERMINATION
    1. The Agreement shall commence on the Effective Date shall continue unless terminated earlier in accordance with condition 11.2, until terminated by either party on giving 30 days’ notice to the other party in writing.
    2. 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.
    3. On termination of the Agreement for any reason:
       1. all rights to use the Services granted under the Agreement shall immediately terminate; and
       2. 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.
12. 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 Supplier chooses 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. Supplier 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 Supplier’s prior written permission.
    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 Services 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. Both parties are responsible for their own compliance with the Data Protection Legislation. This condition 13.8 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Data Protection Legislation.
    9. The Agreement, including the Services Confirmation referencing these Terms and Conditions, constitutes the complete and exclusive understanding and agreement between Customer and Supplier regarding its subject matter and supersedes all prior or other agreements or understandings, written or oral, relating to its subject matter (including any proposal Supplier 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.
13. LAW AND JURISDICTION
    1. This Agreement shall be governed by the laws of England and Wales. If either party requires to raise court proceedings in relation to any such dispute then the English courts shall have exclusive jurisdiction under the Agreement in relation to those proceedings.