15.1. Force Majeure. Ogury shall have no liability to Publisher under this Agreement
if it is prevented from or delayed in performing its obligations under this Agreement, or
from carrying on its business, by acts, events, omissions or accidents beyond its reasonable
control, including, without limitation, strikes, lock-outs or other industrial disputes
(whether involving the workforce of Ogury or any other party), failure of a utility service
or transport or telecommunications network, act of God, pandemic or epidemic, 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, provided that Publisher is notified of such an
event and its expected duration.
15.2. Conflict. If there is an inconsistency between any of the provisions in the
main body of this Agreement and any of the provisions in any Service Addendum and/or in the
Data Annex, the provisions in the Data Annex shall prevail over the provisions in the
Service Addendum, which shall prevail over the provisions in the main body of this
Agreement, unless expressly stated otherwise.
15.3. Variation. Ogury reserves the right to amend any terms of this Agreement or its
policies that apply to Publisher’s use of the Services or Ogury Technology at any time, in
its sole discretion on giving notice to Publisher. Any amendments will be effective
immediately upon posting on the www.ogury.com website or as otherwise notified to Publisher.
Publisher’s continued use of the Services or Ogury Technology following the posting or
notification of any amendments to this Agreement will constitute Publisher’s agreement to
such amended Agreement.
15.4. Waiver. No failure or delay by a party to exercise any right or remedy provided
under this Agreement or by law shall constitute a waiver of that or any other right or
remedy, nor shall it prevent or restrict the further exercise of that or any other right or
remedy. No single or partial exercise of such right or remedy shall prevent or restrict the
further exercise of that or any other right or remedy.
15.5. Rights and Remedies. Except as expressly provided in this Agreement, the rights
and remedies provided under this Agreement are in addition to, and not exclusive of, any
rights or remedies provided by law.
15.6. Severance. 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. If any provision or
part-provision of this Agreement is deemed deleted under the foregoing, the parties shall
negotiate in good faith to agree a replacement provision that, to the greatest extent
possible, achieves the intended commercial result of the original provision.
15.7. Entire Agreement. This Agreement and any applicable Service Addendum
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. 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. Neither party shall have a
claim for innocent or negligent misrepresentation or negligent misstatement based on any
statement in this Agreement.
15.8. Assignment. Publisher shall not, without the prior written consent of Ogury,
assign, transfer, charge, sub-contract or deal in any other manner with all or any of its
rights or obligations under this Agreement. Ogury may at any time assign, transfer, charge,
sub-contract or deal in any other manner with all or any of its rights or obligations under
15.9. No Partnership or Agency. Nothing in this Agreement is intended to or shall
operate to create a partnership between the parties, or authorise either party to act as
agent for the other, and neither party shall have the authority to act in the name or on
behalf of or otherwise to bind the other in any way (including, but not limited to, the
making of any representation or warranty, the assumption of any obligation or liability and
the exercise of any right or power).
15.10. Third Party Rights. This Agreement does not confer any rights on any person or
party (other than the parties to this Agreement and, where applicable, their successors and
permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
15.11. Survival. Clauses 4, 8, 10, 11, 12, 13 and 15 shall survive termination of
15.12. Notices. Any notice required to be given under this Agreement shall be in
writing and shall (i) be delivered by hand or sent by pre-paid first-class post or recorded
delivery post to the other party at its address notified by that party for such purposes (in
the case of Ogury to the address above), or (ii) in the case of notices sent by Ogury, sent
by email to the email address provided by Publisher to Ogury.
A notice delivered by hand shall be deemed to have been received when delivered (or if
delivery is not in business hours, at 9 am on the first business day following delivery). A
correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall
be deemed to have been received at the time at which it would have been delivered in the
normal course of post. A notice sent by fax shall be deemed to have been received at the
time of transmission (as shown by the timed printout obtained by the sender).
15.13. Governing Law. This Agreement and any dispute or claim arising out of or in
connection with it or its 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.
15.14. Jurisdiction. 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).