Terms and Conditions

These terms and conditions (“Conditions”) relate to the Services provided by Lexo Industries Limited.

1.1 In these Conditions, the following definitions apply: Applicable Law means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national; Business Day means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England and Wales; Bribery Laws means the Bribery Act 2010 and all Applicable Laws in connection with bribery or anti-corruption and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010; Confidential Information means any commercial, financial or technical information, information relating to the Services, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, and in the case of Lexo, shall include the Content; Content means any documents (online or hard copy), instructions, videos, social media posts generated by Lexo, sample presentations, webinars or other related materials supplied by Lexo in connection with the Services; Contract means the agreement between Lexo and the Customer for the supply and purchase of Services incorporating these Conditions and the Order and including all their respective schedules, attachments and annexures; Customer means the named party in the Contract which has agreed to purchase the Services from Lexo and whose details are set out in the Order; Force Majeure Event means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract, including an act of God, fire, flood, lightning, earthquake or other natural disaster, pandemic, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving Lexo’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay; Intellectual Property Rights means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case: (i) whether registered or not; (ii) including any applications to protect or register such rights; (iii) including all renewals and extensions of such rights or applications; (iv) whether vested, contingent or future; (v) to which the relevant party is or may be entitled, and (vi) in whichever part of the world existing; Lexo means Lexo Industries Limited, a company incorporated and registered in England and Wales with company number 16700642, whose registered address is at 22-25 Portman Close, London, England, W1H 6BS; Lexo App means the mobile application which Lexo may offer via its website or via the IOS or Android App Stores; Lexo Website means Lexo’s website found at https://www.Lexo-app.com/; MSA Offence has the meaning given in clause 9.2; Online Platform means either the Lexo App or the Lexo Website, as the context so admits; Order means the order form completed by the Customer for the relevant Service; Payment Provider has the meaning set out in clause 4.2; Price has the meaning set out in clause 3.1; Specification means the description provided for the Services, which can be found at the Online Platform or otherwise in the Content; Services means the services set out in the Order and to be performed by Lexo for the Customer in accordance with the Contract; Subscription means a monthly or annual subscription to the Services, by which the Customer pays monthly or annually for the Content and where applicable, access to the Online Platforms; and VAT means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services.

1.2 In these Conditions, unless the context requires otherwise:

1.2.1 a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);

1.2.2 any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;

1.2.3 a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;

1.2.4 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

1.2.5 words in the singular include the plural and vice versa;

1.2.6 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words; and

1.2.7 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time; a reference to legislation includes all subordinate legislation made from time to time under that legislation.

2.1 These Conditions apply to and form part of the Contract between Lexo and the Customer in relation to the provision of the Services. They supersede any previously issued terms and conditions of purchase or supply.

2.2 No terms or conditions provided by the Customer shall form part of the Contract except to the extent that Lexo otherwise agrees in writing.

2.3 No variation of these Conditions or to an Order or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of Lexo and the Customer respectively.

2.4 Each Order by the Customer to Lexo shall be an offer to purchase Services subject to the Contract including these Conditions.

2.5 The offer constituted by an Order shall remain in effect and be capable of being accepted by Lexo for fourteen (14) Business Days from the date on which the Customer submitted the Order, after which time it shall automatically lapse and be withdrawn.

2.6 Lexo may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Services shall arise, until the earlier of (i) Lexo’s written acceptance of the Order; or (ii) Lexo performing the Services or notifying the Customer that they are ready to be performed (as the case may be).

2.7 Rejection by Lexo of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.

2.8 Lexo may offer Services at a certain Price to its customers from time to time which may be displayed on its Online Platform, provided in an email or in an advertisement. Such offers are invitations to treat only. They are not a confirmation of a supply of Services and are incapable of being accepted by the Customer without the completion of an Order, which may or may not be accepted pursuant to clause 2.6 by Lexo.

2.9 Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Contract.

3.1 The price payable by the Customer for the Services shall be as set out in the Order (the Price). Services may be paid for with a one off fee, or may be provided by Subscription and the Price may vary depending on the payment option chosen by the Customer.

3.2 The Prices are exclusive of VAT (or equivalent sales tax). The Customer shall pay any applicable VAT to Lexo where such VAT applies which shall be indicated in the payment form.

3.3 These Conditions apply to all Services, whether any such Services are provided for free or not.

3.4 Lexo may from time to time offer free trials to its Services and/or its Subscription plans. After the free trial period ends and unless cancelled in accordance with clause 3.5, the free Subscription will automatically transfer into a full paid monthly or annual Subscription at the price notified to the Customer at the point of Order.

3.5 The Customer can cancel a free trial at any time before the end of the free trial period by advising Lexo via email pursuant to clause 16.1. In the event that payment has already been taken for the first Subscription payment, Lexo will refund the Customer the full amount of any monies paid.

3.6 Where Lexo offers a promotional Price at any time, for any Service or Subscription, Lexo is not obliged to apply the same promotion Price if the Customer has already paid and received the same Service or has a Subscription in place, nor is Lexo obliged to provide a refund or rebate for a Price already agreed in an Order to match a promotional Price, even where the Service is similar or the same.

3.7 Lexo may change the Prices of a Subscription which the Customer has already purchased, at any time by giving the Customer not less than thirty (30) days’ notice in writing, provided that the new Price shall not apply until the following billing cycle and the Customer has the opportunity to cancel its Subscription pursuant to clauses 4.5 and 4.6. The Customer agrees that Lexo may advise the Payment Provider of such change and apply such change to any Subscription in place.

4.1 The Customer shall pay for the Services at the time of submitting an Order via the Online Platform either (i) for a fixed fee; or (ii) by monthly or annual Subscription in accordance with the terms specified herein.

4.2 Payments will be made to Lexo via a third party payment services provider (“Payment Provider”). The Customer must provide all relevant details to the Payment Provider at the time of placing the Order in order to fulfil the payment requirements. Lexo is not liable for any actions or inactions of the Payment Provider, and all transactions which the Customer places with the Payment Provider shall be subject to the Payment Provider’s terms and conditions, to which Lexo is not a party.

4.3 If the Customer chooses to pay at the time of Order, payment must be made in full at the point of submitting the Order. Lexo shall not be obliged to commence the Services until payment has been received in full and cleared funds.

4.4 Where the Customer chooses the Subscription option, the Customer must authorise the Payment Provider to take monthly or annual payments when placing the Order. The Customer shall ensure that sufficient funds are available in the account on the scheduled payment dates. Lexo shall not be obliged to commence the Services until the first payment has been received in full and cleared funds.

4.5 The Customer may cancel its monthly Subscription by providing Lexo with no less than seven (7) days’ notice via email pursuant to clause 16.1, ahead of the start date of the next monthly billing cycle. If notice is received by Lexo with less than than seven (7) days’ notice to the end of the next billing cycle, Lexo shall be entitled to charge the Customer for the following billing cycle, and will maintain the Content available to the Customer until the following billing cycle is complete.

4.6 The Customer may cancel its annual Subscription at the end of each annual billing cycle by providing Lexo with no less than fourteen (14) days’ notice via email pursuant to clause 16.1, ahead of the start date of the next billing cycle. If notice is received by Lexo with less than fourteen (14) days’ notice to the end of the next billing cycle, Lexo shall be entitled to charge the Customer for the following billing cycle, and will maintain the Content available to the Customer until the following billing cycle is complete.

4.3 Time of payment is of the essence in regards to payments. In case of late or missed payments, Lexo reserves the right to suspend or terminate the Services until all outstanding amounts are settled.

5.3 The Services are provided via Lexo’s Online Platform (which may be on the Lexo App and/or the Lexo Website at Lexo’s discretion), or as otherwise described in the Specification. Lexo will not perform any Services in person unless described as “in-person” in the Specification.

5.4 Lexo shall advise in the Specification the extent of the Services and the length of time that such Service is made available to the Customer, and once such Service is delivered, this shall be considered performance and shall complete Lexo’s obligations to the Customer.

5.5 Lexo may perform the Services in instalments (as described in the Specification), for example on a weekly or monthly basis, and is entitled to provide the Content in instalments. Any delay or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5.6 Time of performance of the Services is not of the essence. Lexo shall use its reasonable endeavours to meet estimated dates for performance, but any such dates are indicative only.

5.7 Lexo shall not be liable for any delay in performing, or failure to perform, the Services directly or indirectly caused or contributed to by: (i) the Customer’s failure to access the Services via the mediums in which it is provided, or in a timely manner where a time period is specified by Lexo; (ii) the Customer’s failure to follow Lexo’s instructions; (iii) the Customer’s failure to provide Lexo with adequate and correct information for performance of the Services; (iv) the Customer’s failure to comply with any of its obligations under the Contract; (v) the Customer’s negligence or other unlawful act or omission; or (v) Force Majeure.

5.8 Lexo reserves the right to change or withdraw any Services or any Content immediately if such Services or Content are, in the reasonable opinion of Lexo, no longer valid, contain errors or are contrary to Applicable Law, and may reissue or replace such Services or Content at its discretion. Lexo shall advise all affected Customers of any Price change as a result (if applicable).

5.9 Lexo may give the Customer thirty (30) days’ notice where it is withdrawing a Service on a permanent basis, which shall be at its discretion. Lexo shall not be obliged to replace such Service. Lexo shall advise all affected Customers of any Price change as a result (if applicable).

5.10 The Customer is not permitted to use the Online Platforms to: (i) break the law or encourage any unlawful activity; (ii) send or upload anything that is (or might be considered to be) defamatory, offensive, obscene or discriminatory; (iii) infringe intellectual property rights of any third party; (iv) transmit any harmful software code such as viruses; (v) try to gain unauthorised access to computers, data, systems, accounts or networks; or (vi) deliberately disrupt the operation of any third party’s website, app, server or business.

6.3 The Customer acknowledges that in order to obtain the most value from the Services, it should provide Lexo with all relevant accurate information as to the Customer’s business and needs. Information provided by the Customer allows Lexo to funnel the Customer to certain content that may be relevant to the Customer. Where Lexo provides any personalised Service, it does so as an educational tool and it does not provide personalised recommendations. Lexo is not liable for any decision or action taken or not by the Customer in regards to its educational Services.

6.4 Lexo provides information which it reasonably believes to be accurate at the time of publication in the Content, whether supplied on the Online Platforms, by email or in other format. The Customer is responsible for the manner in which it interprets the information contained within Content and for all decisions it makes as a result of having read, referred to or interpreted the Content.

6.5 Subject to clause 6.4, Lexo warrants that the Services shall: (i) be performed with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, s 13; and (ii) conform in all material respects to the Specification when the Services have been realised.

6.6 Subject to clause 6.4, Lexo shall, at its option, remedy, re-perform or refund the Price of any Services that do not comply with clause 6.2, provided that the Customer serves a written notice on Lexo (no less than one month after the event relied on by the Customer pursuant to clause 6.3 occurs), stating that some or all of the Services do not comply with clause 6.2 and identifying in sufficient detail the nature and extent of the defect.

6.7 Lexo shall not be liable for any breach of clause 6.3 (and clause 6.4 shall not apply) where the breach is directly or indirectly caused or contributed to by: (i) a breach by the Customer of any of its obligations under the Contract; (ii) the Customer’s negligence or other unlawful act or omission; (iii) Force Majeure; or (iii) any design, specification or requirement of the Customer.

6.8 Lexo does not give any warranty that the Online Platforms will be at all times available, accurate, up to date or free from bugs, that it will be uninterrupted nor that it will be fit or suitable for any purpose.

6.9 Other than as expressly and specifically set out in the Contract (and subject to clause 11.4):

6.9.1 all conditions, warranties and terms, whether express or implied by statute, common law or otherwise (including in each case any implied conditions, warranties or terms relating to quality, fitness for any particular purpose, reasonable care and skill or ability to achieve a particular result) are excluded to the fullest extent allowed by Applicable Law; and

6.9.2 Lexo gives no warranty or undertaking and makes no representations in relation to the Services.

6.10 Subject to clause 11.4, clause 6.4 sets out the Customer’s sole and exclusive remedies (howsoever arising, whether in contract, tort, negligence or otherwise) for any breach of clause 6.3 or for any other defective performance of the Services.

7.3 No Intellectual Property Rights of either party are transferred or licensed as a result of the Contract, except as set out in this clause 7.

7.4 Lexo (or its third party licensor) shall retain and own all Intellectual Property Rights in the Services, the Lexo App, and the Lexo Website and Lexo grants the Customer a non-exclusive, non-transferable, non-sublicensable, licence to use such Intellectual Property Rights to the extent reasonably necessary for the Customer to receive, and enjoy the benefit of, the Services in accordance with the provisions of the Contract.

7.5 For the avoidance of doubt, the Services are personal to the Customer and the licence granted by Lexo in clause 7.2 does not permit the Customer to (or to allow any third party to) copy (in full or in part), disseminate, modify or otherwise use any Content for any reason except to enjoy the benefit of the Services, and neither does the licence in clause 7.3 give the Customer the right to use any registered trademark or brand of Lexo.

7.6 The Customer is not permitted to (i) modify the Lexo App’s code in any way, including inserting new code, either directly or through the use of another app or piece of software; (ii) deliberately attempt to avoid or manipulate any security features included in the Lexo App; or (iii) attempt to use, market or distribute the Lexo App as its own or make it available for others to download or use (including by way of copying the code of the Lexo App and creating an independent version). Lexo may prevent or suspend access to the Online Platforms and Services if the Customer breaches this clause 7.4 or any applicable law.

7.7 Where any claim by a third party against the Customer alleging that the provision of the Services infringes the Intellectual Property Rights of that third party (“IPR Claim”), Lexo shall defend any IPR Claim at its own expense and shall pay, subject to clause 7.8, all costs and damages awarded against the Customer by a court of competent jurisdiction in final judgment (or agreed in settlement by Lexo) of any IPR Claim.

7.8 Clause 7.4 is conditional on the Customer: (i) notifying Lexo in writing of the IPR Claim as soon as reasonably practicable; (ii) giving Lexo the sole authority to conduct and settle all negotiations and litigation arising from the IPR Claim; (iii) not making any admission of liability or agreeing any settlement or compromise of the IPR Claim; and (iv) providing Lexo with all reasonable assistance in relation to the IPR Claim (at the Customer’s expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Customer.

7.9 Subject to clause 7.8, if any IPR Claim is made or is reasonably likely to be made, Lexo may at its option either procure for the Customer the right to continue receiving the relevant Services, or re-perform the infringing part of the Services so as to avoid the infringement or alleged infringement, provided the Services remain in conformance to the Specification in all material respects.

7.10 Clauses 7.4 and 7.6 shall not apply to any IPR Claim directly or indirectly caused or contributed to by: (i) use of the Services by the Customer other than in accordance with the Contract or Lexo’s reasonable written instructions; (ii) a breach by the Customer of any of its obligations under the Contract; or (iii) the Customer’s negligence or other unlawful act or omission.

7.11 Clause 11 shall apply to any payments under or in connection with clause 7.4. Subject to clause 11.4, this clause 7 sets out the Customer’s sole and exclusive remedies (howsoever arising, including in contract, tort, negligence or otherwise) for any IPR Claim or any other actual or alleged infringement of any Intellectual Property Rights.

8.3 For the purposes of this clause 8 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.

8.4 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that (i) all of that party’s personnel; and (ii) all others associated with that party; involved in performing the Contract so comply.

8.5 Without limitation to clause 8.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment or advantage, or allow any such bribe or improper payment or advantage to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or improper payments or advantages are not made or received directly or indirectly on its behalf.

8.6 The Customer shall immediately notify Lexo as soon as it becomes aware of a breach or possible breach by the Customer of any of the requirements in this clause 8.

8.7 Any breach of this clause 8 by the Customer shall be deemed a material breach of the Contract that is not remediable and shall entitle Lexo to immediately terminate the Contract by notice under clause 15.5.

9.3 Lexo shall comply with the Modern Slavery Act 2015.

9.4 The Customer undertakes, warrants and represents that:

9.4.1 neither the Customer nor any of its officers, employees, agents or subcontractors: (i) has committed an offence under the Modern Slavery Act 2015 (an MSA Offence); or (ii) has been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or (iii) is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;

9.4.2 it shall comply with the Modern Slavery Act 2015; and

9.4.3 it has implemented due diligence procedures to ensure compliance with the Modern Slavery Act 2015 and the Modern Slavery Policy in its business and supply chain, and those of its officers, employees, agents or subcontractors, which will be made available to Lexo on request at any time throughout the Contract.

9.5 The Customer shall notify Lexo immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of the Customer’s obligations under clause 9.2. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Customer’s obligations.

9.6 Any breach of clause 9.2 by the Customer shall be deemed a material breach of the Contract and shall entitle Lexo to terminate the Contract with immediate effect.

10.3 The Customer shall indemnify, and keep indemnified, Lexo from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by Lexo as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract.

10.4 The Customer shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom to cover its obligations under these Conditions. On request, the Customer shall supply, so far as is reasonable, evidence of the maintenance of the insurance and all of its terms from time to time applicable. The Customer shall on request assign to Lexo the benefit of such insurance.

11.3 The extent of Lexo’s liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 11.

11.4 Subject to clause 11.4, Lexo’s total liability shall not exceed the sum of £5,000 for any claim or series of claims pursuant to this Contract.

11.5 Subject to clause 11.4, Lexo shall not be liable for: (i) any consequential, indirect or special losses; or (ii) any (whether direct or indirect) loss of profit, loss of revenue, loss or corruption of data, loss or corruption of software or systems, loss or damage to equipment, loss of use, loss of production, loss of contract, loss of commercial opportunity, loss of savings, discount or rebate (whether actual or anticipated), harm to reputation or loss of goodwill, loss of business or lack of growth in business, or wasted expenditure.

11.6 Notwithstanding any other provision of the Contract, Lexo’s liability shall not be limited in any way in respect of the following: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other losses which cannot be excluded or limited by Applicable Law.

12.3 The Customer shall keep confidential all Confidential Information of Lexo and Lexo will keep confidential all Confidential information of the Customer, and each party shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to: (i) any information which was in the public domain at the date of the Contract; (ii) any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement; (iii) any information which is independently developed by the Customer without using Confidential Information supplied by Lexo; or (iv) any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

12.4 This clause shall remain in force for a period of three (3) years after termination of the Contract.

12.5 The Customer shall not make any public announcement or disclose any information regarding the Contract, including but not limited to the Content, except to the extent required by law or regulatory authority.

15.3 Where Services are provided and paid for in full in advance, the Services will expire on the date advised by Lexo either: (i) at the time of purchase; or (ii) with fourteen (14) days’ notice to the Customer, after which, if the Customer does not request further Services from Lexo, this Contract shall be deemed to be terminated on the date the Services expired.

15.4 If the Customer cancels a Subscription pursuant to clause 4.5 or 4.6 and does not request further Services from Lexo, this Contract shall be deemed to be terminated on the date the Subscription finished.

15.5 If the Customer cancels a free trial pursuant to clause 3.5 and does not request further Services from Lexo, this Contract shall be deemed to be terminated on the date the free trial finished.

15.6 Lexo may terminate this Contract by giving the Customer who is paying by Subscription, thirty (30) days’ prior written notice, such notice to expire at the end of the billing cycle of the Customer.

15.7 Lexo may terminate the Contract at any time by giving notice in writing to the Customer if: (i) the Customer commits a material breach of Contract; or (iii) the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid seven (7) days after Lexo has given notification that the payment is overdue; or (iii) if the Customer stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so, or is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if Lexo reasonably believes that to be the case. The Customer shall not be entitled to a refund where Lexo terminates the Contract pursuant to this clause 15.4.

15.8 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle Lexo to terminate the Contract under this clause 15, it shall immediately notify Lexo in writing.

15.9 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of Lexo at any time up to the date of termination.

15.10 Any provision of the Contract which is expressly stated, or by implication is intended, to continue in force after termination shall do so notwithstanding termination or expiry of the Contract.

15.11 The following clauses shall survive termination of this Contract: clause 7, clause 10, clause 11, clause 12, clause 13, clause 15, clause 18 and clause 19.

16.3 Any notice or other communication given by a party under these Conditions shall be in writing and in English and must be signed by, or on behalf of, the party giving it may be sent by email to support@Lexo-app.com for notices to Lexo and to the email address given by the Customer on the Order for notices to the Customer.

16.4 Notices may be given, and are deemed received by email on receipt of a delivery OR read receipt email from the correct address.

16.5 This clause 16 does not apply to notices given in legal proceedings or arbitration, which must be in writing and in accordance with the relevant legal proceeding.

17.3 The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

17.4 Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

17.5 Nothing in these Conditions purports to limit or exclude any liability for fraud. 18

18.3 Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 18. The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

18.4 Within ten (10) Business Days of service of the notice, the representatives of each of the parties shall meet to discuss the dispute and shall use all reasonable endeavours to resolve it.

18.5 Either party may issue formal legal proceedings at any time whether or not the step referred to in clause 18.2 have been completed.

19.3 Cumulative remedies. The rights and remedies provided in the Contract for Lexo only are cumulative and not exclusive of any rights and remedies provided by law.

19.4 Time. Unless stated otherwise, time is of the essence of any date or period specified in the Contract in relation to the Customer’s obligations only.

19.5 Further assurance. The Customer shall at the request of Lexo, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

19.6 Assignment. The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without Lexo’s prior written consent.

19.7 Set off. Lexo shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract. The Customer shall pay all sums that it owes to Lexo under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

19.8 No partnership or agency. The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

19.9 Equitable relief. The Customer recognises that any breach or threatened breach of the Contract may cause Lexo irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to Lexo, the Customer acknowledges and agrees that Lexo is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

19.10 Severance. If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected. If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

19.11 Waiver. No failure, delay or omission by Lexo in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy. No single or partial exercise of any right, power or remedy provided by law or under the Contract by Lexo shall prevent any future exercise of it or the exercise of any other right, power or remedy by Lexo. A waiver of any term, provision, condition or breach of the Contract by Lexo shall only be effective if given in writing and signed by Lexo, and then only in the instance and for the purpose for which it is given.

19.12 Compliance with law. The Customer shall comply with all Applicable Laws and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

19.13 Conflicts within contract. If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions shall prevail to the extent of the conflict.

19.14 Costs and expenses. The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).

19.15 Third party rights. A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

19.16 Governing law and jurisdiction. The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims). By our signature below, we agree to the Lexo Terms and Conditions.