Single CONTRACT for Payment Services

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PARTIES

(1) CLEAR JUNCTION LIMITED (a company incorporated and registered in England and Wales under company registration number 10266827), the registered office of which is at Alliots, 4th Floor, Imperial House, 15 Kingsway, London WC2B 6UN (“Clear Junction”); and

(2) You, a legally capable natural person and a holder of a payment card, entering into an agreement with Clear Junction on the basis of the Terms and Conditions to send funds using your payment card to an account/payment card located in Ukraine (the “Sender”).

INTRODUCTION

(A) This agreement (the “Agreement”) sets out the terms and conditions on which Clear Junction will provide a single instance of money remittance services to Sender in relation to the paying of money from the Sender’s payment card/account to an account/payment card located in Ukraine (“Terms and Conditions”).

(B) Clear Junction is authorised and regulated by the Financial Conduct Authority as an Authorised Electronic Money Institution (Firm Reference Number: 900684).

(C) Sender and Clear Junction have agreed that Clear Junction will provide a remittance services in relation to a single transaction on the terms of this Agreement, whereby Clear Junction will enable Sender to transmit money (or any representation of monetary value), without any payment accounts being created in the name of the Sender or the recipient.

1. DEFINITIONS

1.1 For the purposes of this Agreement, the following terms shall have the following meanings:

AML Requirements: means the requirements of any legislation, regulation or rule applicable to either Party relating to anti-money laundering, counter-terrorist financing, anti-bribery, the implementation of financial sanctions or any similar regulatory issue;

Applicable Law: means any and all applicable laws, legislation, bye-laws, decisions, notices, statutes, orders, rules (including any rules or decisions of court), regulations, directives, edicts, schemes, warrants, local government rules, statutory instruments or other delegated or subordinate legislation and any directions, codes of practice issued pursuant to any legislation, voluntary codes, other instruments made or to be made under any statute and codes of conduct and mandatory guidelines (including in all cases those that relate to audit, accounting or financial reporting) and which have legal effect, whether local, national, international or otherwise existing from time to time, together with any similar instrument having legal effect in the relevant circumstances, and shall include, for the avoidance of doubt, AML Requirements;

Business Day: means a day (excluding Saturdays, Sundays and public holidays) on which banks in the City of London and in the country in which the recipient’s account is located are normally open for business;

Card: bank, payment or credit card linked to one of the following networks: Visa, MasterCard;

[Controller, Processor, Data Subject, international organisation, Personal Data and processing all have the meanings given to those terms in EU Data Protection Laws (and related terms such as “process” shall have corresponding meanings);]

EEA: means the European Economic Area;

Exchange Rate: means the Clear Junction foreign currency spot exchange rate for buying or selling (as appropriate) the relevant currencies applicable on the date the Payment Services are initiated, which Clear Junction will obtain from PU Group, and will be displayed on the ‘Instruction Summary’ page of the Website prior to the submission of an Instruction. The Exchange Rates applicable at any particular time are set out in the relevant area of the Website.

Fees: means the fees applicable to the provision of the Payment Services, as displayed on the ‘Instruction Summary’ page of the Website prior to the submission of an Instruction. An overview of the Fees, and how they are calculated, is set out in the relevant area of the Website;

Force Majeure Event: shall have the meaning given to it in clause 15 below;

GMT: means Greenwich Mean Time;

Instruction: means an order to initiate the provision of the Payment Services;

KYC Information: means such information and documentation that Clear Junction notifies to a Sender (either directly or the Website) it requires in order to verify the Sender’s:

_ full name;

_ address;

_ email address;

_ date of birth; and

_ citizenship,

and the circumstances and purposes of the transmission the Sender wishes to initiate via the Payment Services;

Party: means either the Sender or Clear Junction and “Parties” shall mean both Sender and Clear Junction;

Payment Services: means the provision of the service for a single instance of the transmission of money (or any representation of monetary value), without any payment accounts being created in the name of the Sender or the Recipient, where funds are received from a Sender for the sole purpose of transferring a corresponding amount to a Recipient or to another payment service provider acting on behalf of the Recipient;

Payment Card: a Card that performs one or more of a number of services that relate to giving the Sender and/or the Recipient access to funds,

Recipient: means the intended beneficiary of the transmission of funds carried out via the Payment Services;

Representatives: means, in relation to a Party, its employees, officers, representatives and advisers;

Transfer Amount: means the monetary value the Sender wishes to transmit to the Recipient via the Payment Services; and

Website: means https://www.payukraine.com

1.2 In this Agreement:

1.2.1 words in the singular include the plural meaning and words in the plural include the singular meaning;

1.2.2 references to clauses, Annexes or schedules mean clauses, Annexes or schedules to this Agreement;

1.2.3 headings are for reference only and do not affect the meaning of this Agreement; and

1.2.4 references to any act, regulation, code of practice or statutory order include any change, replacement, re-enactment or extension of the act, regulation, code of practice or statutory order from time to time.

2. general

2.1 This Agreement, including its Annexes and Schedules, sets out the terms and conditions under which Clear Junction will provide the Payment Services to the Sender.

2.2 This Agreement, together with its Annexes and Schedules, constitutes the entire single payment service contract concluded between the Parties for the provision of the Payment Services provided by Clear Junction to the Sender.

2.3 As it is a requirement of the provision of the Payment Services that the payment service provider of the Recipient be located outside of the EEA:

2.3.1 the Payment Services Regulations 2017 shall only apply in relation to those parts of the Payment Services carried out in the EEA; and

2.3.2 Regulations 86(1) – (3) (maximum execution times) do not apply in respect of this Agreement;

2.4 The language used for all communication between Clear Junction and the Sender shall be English.

2.5 The Sender may, at any time and at no cost, obtain a copy of this Agreement by emailing support@clearjunction.com to request a copy.

3. commencement and term

3.1 This Agreement is not a framework contract under the Payment Services Regulations 2017, and shall only apply to the individual transfer the Sender is currently carrying out via the Website.

3.2 It shall enter into force from the point at which the Sender confirms their instruction to transfer funds to the Recipient, and shall continue until the transmission is completed in accordance with clause 5 below.

3.3 Termination of this Agreement (howsoever occurring) shall not affect any Party’s accrued rights or liabilities (including but not limited to the obligation to pay any Fees) or affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after termination.

4. Submitting an Instruction

4.1 Prior to being able to submit an instruction, Clear Junction must verify the identity of the Sender. The Sender must supply such KYC Information to Clear Junction (either directly or via PU Group Limited) as Clear Junction may required from time to time. Clear Junction reserves the right to request, at any time, any additional documents concerning the Sender or a specific Instruction.

4.2 Clear Junction may, without stating reasons and with no right to compensation on the Sender’s part, refuse to allow a Sender to submit an Instruction if Clear Junction cannot verify a Sender’s identity or the verification process indicates it may be unlawful and/or would contravene any regulatory regime for Clear Junction to continue to provide the Payment Services.

4.3 An Instruction for the provision of the Payment Services, and hence for the Sender to enter into the Agreement for its provision by Clear Junction, is submitted after the Sender, on the Instruction submission form contained on the Website:

4.3.1 enters all the required data specified on the form;

4.3.2 confirms that they have read the Terms and Conditions by selecting the relevant tick box on the form;

4.3.3 confirms that the instruction by clicking the appropriate button on the form; and

reviews the resulting ‘Instruction Summary’ page on the Website and clicks the relevant 'Send money' button on the page.

4.4 By clicking the Instruction confirmation button on the ‘Instruction Summary’ page, the Sender warrants and represents to Clear Junction that:

4.4.1 they accept the Terms and Conditions and consent to the provision of the Payment Services;

4.4.2 they have legal title to the funds they are transferring by way of the Payment Services;

4.4.3 the information they provided as part of the Instruction is accurate, correct and complete, and that the ‘Instruction Summary’ page displays the correct information;

4.4.4 that the transfer that the Instruction relates to is for personal purposes and is not being made for purely speculative reasons or for the purposes of any business they carry out (on their own behalf or on behalf of another);

4.4.5 that they authorise Clear Junction to take payment of the relevant Fees and Transfer Amount via their Payment Card via the applicable payment processes for such a Payment Card;

4.4.6 that the provided KYC Information is correct.

4.5 If the ‘Instruction Summary’ page has any incorrect details, the Sender should not click the ‘Send money’ button, and instead should return to the Instruction submission form contained on the Website to resubmit the correct information.

4.6 Clear Junction may refuse and/or reject an Instruction where:

4.6.1 The Sender’s identity cannot be verified from the KYC information supplied;

4.6.2 the payments via the payment service provider of the Recipient are not supported by Clear Junction;

4.6.3 Clear Junction is unable to obtain the funds necessary to pay the Fees and Transfer Amount from the Sender’s Payment Card;

4.6.4 the Sender provides information as part of their Instruction that Clear Junction is aware is inaccurate, incorrect and/or incomplete;

4.6.5 effecting the Instruction would be unlawful and/or would contravene any regulatory regime which Clear Junction is subject to, or would result in Clear Junction incurring unreasonable costs, expenses or effort to effect;

4.6.6 Clear Junction suspects the Sender is engaging in fraudulent or unauthorised activities by submitting the Instruction;

4.6.7 a Force Majeure Event means Clear Junction is incapable of receiving and/or processing the Sender’s Instructions;

4.6.8 the Sender is in breach of the Terms and Conditions;

4.7 The Sender agrees and acknowledges that Clear Junction is not required to take any steps to validate any information the Sender has provided as part of an Instruction, nor is Clear Junction required to investigate matters in order to identify any incomplete information. The Sender accepts that they are solely responsible for providing accurate, correct and complete information as part of the Instructions and Clear Junction shall not be held liable for any delay in completing the Payment Services (or any losses, costs, charges, expenses, liabilities or similar arising from such a delay) where this is caused by the Sender providing inaccurate, incorrect and/or incomplete information.

4.8 If Clear Junction decides to refuse or reject any Instruction pursuant to clause 4.6, Clear Junction or operator of Website will promptly inform Sender by email or similar means of communication. However, notwithstanding this requirement to notify, there may be circumstances where Clear Junction is prohibited from providing such notification under Applicable Law, for example in the case of suspicion of breach of any AML Requirement, where such notification would amount to tipping off. In such cases, no notification shall be provided to the Sender.

4.9 Where Clear Junction decides to refuse or reject any Instruction pursuant to clause 4.6, Clear Junction shall be treated as not having received the Instruction in the first place and shall not be held liable for any losses, costs, charges, expenses, liabilities or similar incurred by the Sender arising from such a decision.

5. Execution of the Payment Services

5.1 Where Clear Junction does not refuse or reject an Instruction pursuant to clause 4.6, Clear Junction shall be deemed to have received the submitted Instruction in accordance with the following principles:

5.1.1 if Clear Junction and Sender mutually agree that execution of the Payment Services are to be initiated —

(a) on a specific day;

(b) on the last day of a certain period; or

the time of receipt is deemed to be the day so agreed, unless it is not a Business Day in which case it will be deemed to be received on the next applicable Business Day.

In all other cases:

5.1.2 if an Instruction is submitted before 1500GMT on a Business Day, it will be deemed to be received on that Business Day;

5.1.3 if an Instruction is submitted after 1500GMT on a Business Day, it will be deemed to be received on the next applicable Business Day;

5.1.4 if an Instruction is submitted on day that is not a Business Day, it will be deemed to be received on the next applicable Business Day;

5.2 The Sender may not withdraw their consent to the provision of the Payment Services under clause 5.1 after it has been deemed to be received. Provided it occurs prior to the date of receipt of the relevant Instruction, the Parties may agree, by mutual written consent, to alter the date on which an Instruction under clause 5.1 will be received. Such mutual written consent will be deemed to be Sender’s consent to the revised Payment Services.

5.3 Following the successful submission and receipt of an Instruction, the Sender will be provided with a confirmation of the Instruction details which will specify:

5.3.1 the unique reference number and details applicable to the provision of the Payment Services;

5.3.2 the value Transfer Amount following any agreed currency exchange;

5.3.3 the actual Exchange Rate applied to the Transfer Amount (if any);

5.3.4 the amount of any Fees applicable to the provisions of the Payment Services; and

5.3.5 the date the Instructions were deemed received.

5.4 Following receipt of an Instruction, Clear Junction will immediately initiate a payment using your Payment Card details for the value of the relevant Fees and Transfer Amount. Simultaneously Clear Junction will transfer a corresponding Transfer Amount (in the agreed currency) from an account held by PU Group Limited with Clear Junction to the Recipient. The payment from your Payment Card will be made to Clear Junction, which, when in possession of the funds, will then pay this amount to PU Group Limited.

5.5 The Transfer Amount will be credited to the Recipient’s account/Payment Card by the end of the fourth Business Day following the time of receipt of the Instruction. Following the crediting of the Transfer amount to the Recipient’s account/Payment Card, the Payment Services shall be deemed to have been completed.

6. Currency Conversion

6.1 Where your Instructions require the Transfer Amount to be converted from one currency to another the Payment Services may be subject to additional fees resulting from the conversion of the Transfer Amount into other currency either by Clear Junction.

6.2 Where Clear Junction carries out the currency exchange, it shall do so at the Exchange Rate displayed on the Instruction submission form contained on the Website, and as set out in the Instruction Summary provided to the Sender. The currency exchange rate(s) used by Clear Junction can vary from Instruction to Instruction depending on when the instructions are carried out.

6.3 The value of the Transfer Amount following the currency exchange will also be displayed on the Instruction submission form and the Instruction confirmation.

7. Fees

7.1 Use of the Payment Services is subject to the payment of the Fees by the Sender. A breakdown of the specific Fees applicable to the Payment Services will be displayed on ‘Instruction Summary’ page on the Website.

7.2 Fees which are charged by the entity which issues the Sender’s Payment Card, or those from an entity other than Clear Junction or PU Group Limited, will not be displayed to you as part of the Payment Services or included within any breakdown of the Instruction you receive from Clear Junction.

8. warranties

8.1 Sender warrants and represents to Clear Junction that:

8.1.1 it has, and will continue to have, the full right, power and authority to enter into this Agreement and carry out its obligations under this Agreement and the provision by Clear Junction of the Payment Services on and after the Commencement Date will not result in a breach of any Agreement to which Sender is bound;

8.1.2 it shall perform its obligations under this Agreement with all due care and skill and in accordance with all Applicable Law;

8.2 Clear Junction covenants, warrants and represents to Sender that:

8.2.1 it has, and will continue to have, the full right, power and authority to enter into this Agreement and carry out its obligations under this Agreement and the execution of this Agreement will not result in a breach of any agreement to which any member of the Clear Junction Group is bound;

8.2.2 it shall perform its obligations under this Agreement in accordance with all Applicable Law; and

8.2.3 it has all authorisations, licences, approvals and consents which have been imposed by any competent regulator or organisation in relation to its business relative to the Payment Services;

8.3 Except as expressly stated in this Agreement, Clear Junction hereby excludes all other conditions, warranties and representations whatsoever whether expressed or implied statutory or otherwise which relate in any way directly or indirectly to the performance by Clear Junction of its obligations under this Agreement.

9. Incorrect or unauthorised payment transactions

9.1 In the event that Sender becomes aware of any unauthorised Payment Services, it must notify Clear Junction of this immediately by email to support@clearjunction.com or by phone on +44 2038654565.

9.2 Where such the Payment Services were not executed with the consent of Sender, Clear Junction shall immediately refund the Transfer Amount and any Fees charged as part of the unauthorised Payment Services.

Clear Junction may carry out an investigation into the Payment Services and the circumstances of the consent to provide them. Where this investigation evidences that the Sender did consent to the Payment Services, Clear Junction shall be entitled to recover all sums due to it from the Payment Services.

9.3 Clause 9.2 will not apply where:

9.3.1 The Payment Service was able to be initiated due to Sender’s fraud, negligence, breach of this Agreement and/or wilful deceit; or

9.3.2 Sender failed to notify Clear Junction within 13 months of the unauthorised Payment Service being executed.

9.4 In the event that the Payment Services result in the Recipient not receiving the Transfer Amount due to an error caused by Clear Junction, Clear Junction shall immediately refund the Transfer Amount and any Fees charged as part of the Payment Services.

However, where Clear Junction can evidence that it carried out the Payment Services in accordance with the Sender’s Instructions, Clear Junction shall have no liability. In such circumstances, Clear Junction will use its commercially reasonable efforts to assist Sender to recover any funds transferred by Clear Junction pursuant to the Instructions, but may charge a fee to the Sender for doing so. Any such fee will be notified to the Sender prior to it being incurred.

9.5 In the event that the Payment Services are initiated by mistake by Sender, Clear Junction will use its commercially reasonable efforts to assist Sender to recover any funds transferred by Clear Junction pursuant to the Instructions, but may charge a fee to the Sender for doing so. Any such fee will be notified to the Sender prior to it being incurred.

10. Complaints

10.1 If the Sender has any complaint about any aspect of the Payment Services, please contact: [insert details]. Clear Junction’s complaints handling policy is available here: [insert details].

10.2 Clear Junction will use its best endeavours to respond to the Sender’s complaint within 15 Business Days upon receiving the complaint. If Clear Junction cannot resolve the complaint within this timeframe, it will issue a holding response informing the Sender of this, and then issue a final response by the end of 35 Business Days after the day on which it received the complaint.

10.3 If, having reviewed Clear Junction’s response, the Sender is still unhappy with the resolution of the complaint, they may be able to refer the complaint to the Financial Ombudsman Service provided they are an ‘Eligible Complainant’ under the rules of the Financial Ombudsman Service. The Financial Ombudsman Service can be contacted at this address: The Financial Ombudsman Service (UK), Exchange Tower, London E14 9SR.

10.4 Alternatively, the Sender has the right to forward their dispute to the European Online Dispute Resolution platform - they can do this by visiting: https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.chooseLanguage.

11. suspension of services

11.1 Clear Junction may withhold the Payment Services or any part of its functionality, where:

11.1.1 it knows or reasonably suspects that the Payment Services:

(a) are fraudulent or involves any criminal activity;

(b) are money laundering or relates to money laundering activities; or

11.1.2 it is obliged to do so as a result of any law or regulation or the direction of any competent authority or regulatory body.

11.2 Clear Junction may withhold any Transfer Amount, it is materially larger in size, or together with other recent Transfer Amounts, is materially larger in volume than previously agreed with Sender;

11.3 In the case of any such withholding or suspension described in this clause 11 Clear Junction shall make reasonable efforts to inform Sender about the withholding or suspension, provided that such disclosure:

11.3.1 is not in breach of any Applicable Law or regulation and does not contravene the instruction of any competent authority or regulator; and

11.3.2 would not compromise Clear Junction’s reasonable security measures.

11.4 Clear Junction shall not be liable to Sender for any reasonable action in accordance with this clause 11. Where the reasons for Clear Junction’s actions under this clause 11 cease to exist, Clear Junction shall either reinstate the Payment Services.

12. [data protection law

12.1 The Parties agree that Clear Junction shall be the Controller and the Processor in respect of any Personal Data which is received from or on behalf of the Sender by Clear Junction in connection with this Agreement (“Sender’s Personal Data”).

12.2 Each Party shall comply with EU Data Protection Laws and its relevant obligations under this Agreement. Clear Junction shall ensure that any Sub-Processor that has access to Sender’s Personal Data shall comply with obligations that are substantially equivalent to Clear Junction’s obligations under this Agreement.

12.3 Clear Junction shall implement and maintain appropriate technical and organisational measures in relation to the processing of Sender’s Personal Data by Clear Junction:

12.3.1 such that the processing will meet the requirements of EU Data Protection Laws; and

12.3.2 so as to ensure a level of security in respect of Sender’s Personal Data processed by it that complies with the requirements regarding security of processing set out in the EU Data Protection Laws.

12.4 Clear Junction shall not engage any Sub-Processor to perform specific processing activities in respect of the Sender’s Personal Data without the Sender’s prior written consent (such consent not to be unreasonably withheld) and, if the Sender gives its consent, Clear Junction shall use reasonable endeavours to appoint the Sub-Processor under a binding written contract (“Processor Contract”) which imposes materially the same data protection obligations as are contained in this Agreement on the Sub-Processor. Notwithstanding the foregoing:

12.4.1 if and to the extent the Sender requests that Clear Junction sends any of the Sender’s Personal Data to a third party, including a third party located outside the EEA, for the purposes of the Payment Services or otherwise in order to comply with Applicable Law, the Sender will be deemed to have consented to such Sub-Processing; and

12.4.2 the Sender hereby consents to Clear Junction engaging any of its affiliates (and any contractors of Clear Junction or its affiliates) to perform processing activities in respect of the Sender’s Personal Data on behalf of the Sender in connection with this Agreement,

and in each case the provisions of this Agreement shall constitute the Sender’s instructions with respect to such Sub-Processing.

12.5 Clear Junction shall ensure that all Clear Junction’s personnel processing the Sender’s Personal Data are subject to a binding written contractual obligation with Clear Junction to keep the Sender’s Personal Data confidential (except where disclosure is required in accordance with Applicable Law, in which case Clear Junction shall, where practicable and not prohibited by Applicable Law, notify the Sender of any such requirement before such disclosure).

12.6 The Sender agrees that Clear Junction may transfer the Sender’s Personal Data to third parties, including to countries outside the EEA or to any international organisation (an “International Recipient”), to the extent reasonably required in order to provide the Payment Services and otherwise as may be required by Applicable Law provided that Clear Junction shall use reasonable endeavours to ensure that any such transfer to an International Recipient (and any onwards transfer) is effected in a manner that complies with EU Data Protection Laws.

12.7 Clear Junction shall maintain written records of all categories of processing activities carried out in relation to the Sender containing such information as required under EU Data Protection Laws (“Processing Records”), and shall make available to the Sender on request in a timely manner such information (including the Processing Records) as is reasonably required by the Sender.

12.8 In the event of Clear Junction becoming aware of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any of the Sender’s Personal Data (actual or suspected) related to the Payment Services or this Agreement, Clear Junction shall notify the Sender of the breach without undue delay.

12.9 Clear Junction shall, at the Sender’s written request, securely delete all of the Sender’s Personal Data within a reasonable time after the end of the provision of the relevant Payment Services, subject to and additional processing by Clear Junction of any of the Sender’s Personal Data required for Clear Junction’s performance of its obligations under this Agreement. Clear Junction shall also securely delete existing copies (unless storage of any data is required by Applicable Law, and if so Clear Junction shall notify the Sender of this).

12.10 Clear Junction reserves the right to temporarily suspend access to the Payment Services for technical, security or maintenance reasons, or as may be required from time to time to ensure compliance with EU Data Protection Laws or any other Applicable Law, without these operations entitling the Sender to any compensation. Clear Junction undertakes to limit this type of interruptions to those which are strictly required and to minimize any disruptions to Sender.]

13. Notices

13.1 Any notice given or communication made by either party to the other under this Agreement shall be made either by e-mail or by post to an address used by that Party. Any notice or communication shall be deemed to have been duly received on the next Business Day following its communication, apart from in the case of email, which shall be deemed received on the same Business Day, provided it has been communicated within normal working hours and if not, then the following Business Day.

14. Limitation of Liability and Indemnity

14.1 Except as detailed elsewhere in the Agreement or where a Force Majeure Event causes the failure to comply, Clear Junction shall indemnify and keep indemnified the Sender in respect of all losses suffered or incurred by, awarded against or agreed to be paid by the Sender arising from or in connection with Clear Junction’s failure to comply with Applicable Law for the provision of the Payment Services.

14.2 In all instances, Clear Junction shall only be in respect of all reasonably foreseeable losses incurred or suffered by the Sender caused by any breach of this Agreement and/or Applicable Law by Clear Junction. Clear Junction shall not be liable for any loss of business, goodwill, reputation, opportunity or profit.

14.3 Nothing in this Agreement limits Clear Junction’s liability for death or personal injury arising out of Clear Junction’s negligence, fraudulent misrepresentation or fraudulent misstatement, nor does it affect the Sender’s statutory rights.

14.4 The Sender agrees to indemnify and keep indemnified Clear Junction against in respect of all losses suffered or incurred by, awarded against or agreed to be paid by Clear Junction which result from the Sender’s breach of this Agreement or their negligence.

15. Force majeure

15.1 “Force Majeure Event” means each (or any combination of) event(s) beyond the reasonable control of a Party or its sub-contractor (the “Affected Party”) which does not relate to its fault or negligence, or that of its sub-contractors, and which prevents, hinders or delays it from or in performing its obligations under this Agreement. Force Majeure Event includes, without limitation:

15.1.1 war (whether declared or not), civil war, sabotage or riots, revolution and terrorism;

15.1.2 natural disasters such as violent storms, earthquakes, tidal waves, floods and/or lightning;

15.1.3 explosions, fires and/or destruction of plant, machinery, and/or premises;

15.1.4 external power failures, external telephone network failures, serious crime and evacuations;

15.1.5 strikes and labour disputes of all kinds; and

15.1.6 non-performance by suppliers, assignees, sub-contractors or any other party which enters into an arrangement with Clear Junction pursuant to clause 19.

15.2 If the Affected Party is prevented, hindered or delayed from or in performing any of its obligations under this Agreement by a Force Majeure Event, its obligations under this Agreement shall be suspended while the Force Majeure Event continues to the extent that the Force Majeure Event prevents, hinders or delays its performance of those obligations.

15.3 If the period of delay or non-performance arising due to a Force Majeure Event continues for 4 weeks then the Party not affected may terminate this Agreement by giving 7 calendar days’ written notice to the affected Party.

16. No waiver

16.1 A failure or delay by either any Party to exercise any right or remedy under this Agreement shall not be construed or operate as a waiver of that right or remedy nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or remedy.

16.2 A waiver by either any Party of any breach of or default under this Agreement shall not be considered a waiver of a preceding or subsequent breach or default.

16.3 A purported waiver or release under this Agreement is not effective unless it is a specific authorised written waiver or release.

17. Third parties

17.1 Unless the right of enforcement is expressly granted, it is not intended that any provision of this Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement.

18. no partnership

18.1 No action taken by either of the Parties under this Agreement shall be construed as creating a partnership or joint venture of any kind between the Parties or as constituting either Sender or any Individual Customer as the agent of Clear Junction for any purpose whatsoever.

19. assignment and transfer of rights

19.1 Either Party may at any time assign, transfer, charge, subcontract, delegate, declare a trust over or otherwise deal in any other manner with any or all of its rights and/or obligations under this Agreement.

19.2 Unless otherwise stated in this Agreement, either Party’s liability to the other Party shall not be effected by any assignment, transfer, charge, subcontract, delegation, declaration of trust or other dealings under clause 19.1.

20. remedies not exclusive

20.1 Except as expressly provided under this Agreement, the rights and remedies contained in this Agreement are cumulative and are not exclusive of any other rights or remedies provided by law or otherwise.

21. entire Agreement

21.1 This Agreement represents the entire Agreement between the Parties in relation to its subject matter and supersedes and extinguishes any prior drafts, and all previous contracts, arrangements (including any usage or custom and any terms arising through any course of dealing), representations, warranties of any nature whether or not in writing between the Parties relating to its subject matter.

21.2 Each Party acknowledges and agrees that in entering into this Agreement on the terms set out in this Agreement it is not relying upon (and shall have no remedy in respect of) any statement, representation, warranty, promise or assurance made or given by any other Party or any other person (whether negligently or innocently made), whether or not in writing, at any time prior to the execution of this Agreement which is not expressly set out herein. Nothing in this clause 8 shall operate to limit or exclude any liability for fraud.

22. severance

22.1 If any of the provisions of this Agreement is considered invalid or unenforceable, it shall be deemed unwritten and shall not affect or invalidate the remaining provisions.

22.2 If one or more provisions of this Agreement become obsolete or are declared as such by a law, a regulation or following a final ruling made by a competent jurisdiction, the other provisions shall retain their binding force and scope. Provisions declared null and void shall be replaced by provisions closest in meaning and scope to those initially agreed.

23. governing law and jurisdiction

23.1 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 the law of England and Wales and each Party agrees to submit any dispute which may arise out of, under, or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) to the exclusive jurisdiction of the courts of England and Wales.