Terms and Conditions
Ailsa HQ Limited
1. Terms and Conditions
1.1 These are the Terms and Conditions for Ailsa HQ Limited, a company incorporated in Scotland (registered number SC842033) with registered office at Suite 2, Ground Floor Orchard Brae House, 30 Queensferry Road, Edinburgh, United Kingdom, EH4 2HS (“Ailsa HQ”) in relation to its Services (as defined below).
1.2 These Terms and Conditions together with the Contract Summary form the agreement between Ailsa HQ and the Customer for the Services (“Agreement”).
2. Definitions
The following definitions apply to these Terms and Conditions:
Admin User: the administrator appointed by the Customer who is authorised to set up and monitor the use of the Services by the Authorised Users.
AI Technology: the machine learning, deep learning, and other artificial intelligence (“AI”) technologies, including statistical learning algorithms, models (including large language models), neural networks, and other AI tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts, that Ailsa HQ uses as part of the Software to provide the Services.
Applications: means the draft application for a funding initiative which is provided by Ailsa HQ as part of the Services.
Authorised User: an individual employee, contractor or agent of the Customer who is authorised by the Customer to use the Services.
Business Day: any day which is not a Saturday, Sunday or public holiday in Scotland.
Confidential Information: has the meaning provided in clause 9.1.
Contract Summary: the contract summary shown on the webpage from which these Terms and Conditions are linked setting out the details of the Customer, Services and Fees available through the Platform.
Customer: the customer who subscribes for the Services as set out in the Contract Summary.
Customer Data: all data provided to Ailsa HQ by the Customer for use in the Services (whether by data feed or otherwise).
Customer Personal Data: all Customer Data which is personal data as that term is defined under Data Protection Legislation.
Documentation: the documents made available to the Customer by Ailsa HQ (including by online means) which sets out a description of the Services and the user instructions for the Services.
Data Protection Legislation: means the UK Data Protection Act 2018, the UK GDPR and related subordinate legislation, as may be amended, updated or re-enacted from time to time.
Effective Date: the date of completion of the first Contract Summary to which these Terms and Conditions apply.
Extension Periods: means each successive extension period of the Agreement as set out in the Contract Summary.
Fees: the fees to be paid for the Services as stated in the Contract Summary.
Initial Term: means the initial term of the Agreement as set out in the Contract Summary.
Net Proceeds: the proceeds received by the Customer in respect of an Opportunity less any value added tax or other sales tax on them.
Normal Business Hours: 9.00 am to 5.30 pm UK time, each Business Day.
Opportunity: any funding, grant, contract or similar financial award obtained by the Customer through use of the Services and/or as a result of an Application.
Platform: means Ailsa HQ’s cloud computing platform which is used to provide the Services.
Reports: the summary reports and visual representations displayed to the Customer via the Platform, which are created in relation to the Services by Ailsa HQ from the Customer Data and describe for which funding initiative the Customer might be eligible.
Software: the online analysis applications and AI Technology provided and used by Ailsa HQ in relation to the Services, as may be modified, improved or updated from time to time by Ailsa HQ.
Services: the services provided by Ailsa HQ via the Platform as described in the Contract Summary and the Documentation.
Success Fee: has the meaning provided in clause 8.7.
User: means the Admin User and the Authorised Users.
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
3.1 Ailsa HQ grants to the Customer from the Effective Date a non-exclusive, non-transferable right to permit the Users to use the Services and the Documentation during the term of the Agreement for the Customer’s internal business operations.
3.2 The Customer shall be entitled to appoint an Admin User who will use the Services to set up and monitor the use of the Services by the Authorised Users.
3.3 The Authorised Users shall have the right to use the Services, and access and finalise the Applications and access Reports.
3.4 The Customer acknowledges that Ailsa HQ operates a tiered access to the Services. This tiered access will be agreed on in the Contract Summary.
3.5 The Customer shall not, and ensure Users shall not, access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
3.5.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; or
3.5.2 facilitates illegal activity; or
3.5.3 in a manner that is otherwise illegal or causes damage or injury to any person or property;
and Ailsa HQ reserves the right, without liability or prejudice to its other rights to the Customer or Authorised Users, to disable the Customer’s or Users’ access to any material that breaches the provisions of this clause.
3.6 The Customer shall not, and ensure Users shall not (except to the extent expressly permitted under the Agreement):
3.6.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute (as applicable) all or any portion of the Software or Documentation (as applicable) in any form or media or by any means; or
3.6.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form (as applicable) all or any part of the Software; or
3.6.3 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;
3.6.4 attempt to obtain, or assist third parties in obtaining, access to the Services or Documentation, other than as provided under this clause 3; or
3.6.5 attempt to bypass or disable any security feature or mechanism within the Services.
3.7 The Customer undertakes that:
3.7.1 the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of Authorised Users stated in the Contract Summary;
3.7.2 each User shall keep a secure password for their use of the Services and Documentation, and that each User shall keep their password confidential and shall not permit others to share their log-in details;
3.7.3 it shall maintain a written, up to date list of current Authorised Users and provide such list to the Ailsa HQ within 5 Business Days of Ailsa HQ’s written request at any time.
3.8 Subject to this clause 3.8, the Customer may, from time to time during this Agreement, purchase additional Authorised User subscriptions and Ailsa HQ shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of this Agreement:
3.8.1 if the Customer wishes to purchase additional Authorised User subscriptions, the Customer shall notify Ailsa HQ in writing. Ailsa HQ shall evaluate such request for additional Authorised User subscriptions and respond to the Customer with approval or rejection of the request (such approval not to be unreasonably withheld); and
3.8.2 if Ailsa HQ approves the Customer’s request to purchase additional Authorised User subscriptions, Ailsa HQ shall invoice the Customer for the applicable Fees for such additional Authorised User subscriptions. The Customer shall pay such invoice in accordance with clause 8.4.
3.9 The use of the Services is subject to our Fair Use Policy. This is required to protect the sustainability of our Platform and help ensure all users have a consistent high-quality experience. Fair Use means the normal, reasonable and non-excessive use of the Services in line with usage patterns of typical customers. Excessive use may include:
3.9.1 Automating requests or interactions beyond what is intended for a typical user;
3.9.2 Abnormally high consumption of compute resources (e.g., API calls, token usage, processing time);
3.9.3 Storing large amounts of data not consistent with the intended functionality of the Services;
3.9.4 Activities that cause system degradation for other users; and
3.9.5 Use which is in excess of any specific usage limits.
3.10 If the Fair Use Policy is breached we may rate-limit or throttle usage, restrict access temporarily or permanently.
3.11 We will contact you to review usage if your use of the Services breaches Fair Use and we shall be entitled to charge additional Fees for any continued use of the Services which remains in breach of the Fair Use Policy.
4. Customer Data
4.1 As between the parties the Customer shall own the Customer Data.
4.2 Ailsa HQ shall follow its back-up procedures for Customer Data as set out in its back-up policy (available at such website address as may be notified to the Customer from time to time), as such document may be amended by Ailsa HQ in its sole discretion. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against Ailsa HQ shall be for Ailsa HQ to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Ailsa HQ in accordance with the procedures described in its back-up policy. Ailsa HQ shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Ailsa HQ to perform services related to Customer Data maintenance and back-up, and for breaches of clause 4.7 or 4.8, for which it shall remain fully liable).
4.3 Both parties will comply with all applicable requirements of Data Protection Legislation.
4.4 In respect of any Customer Personal Data, which Ailsa HQ requires to process in relation to the Services being provided to the Customer, the parties acknowledge that Ailsa HQ shall be deemed the processor and the Customer the controller (as those terms are defined in the Data Protection Legislation).
4.5 The Customer will ensure that it is entitled to transfer the Customer Personal Data to Ailsa HQ so that Ailsa HQ may lawfully use, process and transfer the Customer Personal Data for the duration and purposes of this Agreement.
4.6 The scope, nature and purpose of the processing by Ailsa HQ and the duration of the processing shall be limited to processing required to provide the Services during the term of this Agreement. The type of Customer Personal Data will be the platform usage and business data obtained from Users in relation to the use of the Services. The category of data subjects will be Users.
4.7 Ailsa HQ shall in relation to Customer Personal Data:
4.7.1 process that Customer Personal Data only on the documented instructions of the Customer, and only to the extent necessary to perform its obligations under this Agreement and shall not process any Customer Personal Data for any other purpose;
4.7.2 inform the Customer if, in the opinion of Ailsa HQ, the instructions of the Customer infringe Data Protection Legislation (and Ailsa HQ shall be entitled to suspend the Services until an instruction is clarified);
4.7.3 implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data as required under Data Protection Legislation;
4.7.4 ensure that any personnel engaged and authorised by Ailsa HQ to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
4.7.5 assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to Ailsa HQ), and at the Customer’s cost and written request, in responding to any request from a data subject and in ensuring the Customer’s compliance with its obligations under Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
4.7.6 notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data;
4.7.7 at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the agreement unless Ailsa HQ is required by applicable law to continue to process that Customer Personal Data (and for the purposes of this clause 4.7.7 Customer Personal Data shall be considered deleted where it is put beyond further use by Ailsa HQ); and
4.7.8 maintain records to demonstrate its compliance with this clause 4.7.
4.8 By entering into the Agreement the Customer provides its prior general authorisation for Ailsa HQ to appoint sub-processors in relation to grant, funding and procurement support services, cloud services, monitoring website traffic, hosting, design and development services, User management and customer support services, storage and database services, security services, and analytical services, subject to the following conditions:
4.8.1 Ailsa HQ shall ensure that the terms on which it appoints such processors comply with Data Protection Legislation, and are consistent with the obligations imposed on Ailsa HQ in this clause 4;
4.8.2 Ailsa HQ shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of Ailsa HQ; and
4.8.3 where Ailsa HQ transfers Customer Personal Data outside of the UK as required for the Services, it shall ensure that all such transfers are effected in accordance with Data Protection Legislation.
4.9 Ailsa HQ shall be entitled to use the Customer Data for the purposes of its own analysis and research and development but only where the resulting data sets, insights or other analytical products created do not contain any personal data or any other identifiable Customer Data.
5. Customer Obligations
5.1 The Customer shall provide Ailsa HQ with all necessary co-operation in relation to the Agreement and comply with all applicable laws and regulations with respect to its activities under the Agreement.
5.2 The Customer shall ensure that Users use the Services and the Documentation in accordance with the terms of the Agreement and shall be responsible for any User’s breach of the Agreement.
5.3 The Customer shall ensure that its network and systems comply with any relevant specifications provided by Ailsa HQ from time to time and be solely responsible for procuring and maintaining its network and internet connections.
6. Ailsa HQ’s Obligations
6.1 Ailsa HQ undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
6.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Ailsa HQ’s instructions, or modification or alteration of the Services by any party other than Ailsa HQ or Ailsa HQ’s duly authorised contractors or agents. If the Services do not conform to this undertaking, Ailsa HQ warrants that, at its expense, it will use all reasonable commercial endeavours to correct any such non-conformance promptly or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.
6.3 Notwithstanding the terms of clause 6.1, Ailsa HQ:
6.3.1 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 Users through the Services will meet the Customer’s requirements; and
6.3.2 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.
6.4 Ailsa HQ warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement.
6.5 Ailsa HQ shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
6.5.1 planned maintenance carried out during the agreed maintenance windows;
6.5.2 unscheduled maintenance performed outside Normal Business Hours, provided that Ailsa HQ has used reasonable endeavours to give the Customer at least six (6) Normal Business Hours’ notice in advance; and
6.5.3 any emergency maintenance as required, provided Ailsa HQ provide prompt notice of any emergency maintenance to the Customer.
7. Rights in the Services
7.1 All intellectual property rights in the Software, Services and Documentation (including all intellectual property rights created by Ailsa HQ in the course of producing the Applications and Reports) are owned by or validly licensed to Ailsa HQ. The Software, Services and Documentation are proprietary to Ailsa HQ (or the appropriate third-party rights owner) and the Customer and Users acquire no rights in or to the Software, Services and Documentation other than those expressly granted by the Agreement.
7.2 Software and Documentation provided in relation to the Services are provided solely in relation to the Customer’s or Users’ use of the Services in accordance with the Agreement and are not provided, or to be used, for any other purpose.
8. Fees and Payment
8.1 The Customer shall pay the Fees to Ailsa HQ for the Services in accordance with this clause 8 and the Contract Summary.
8.2 Ailsa HQ may charge for additional services or additional functionality which it makes available to the Customer in relation to the Services.
8.3 Where payment is not made in Sterling, Ailsa HQ shall be entitled to recover the Sterling currency exchange costs from the Customer.
8.4 The Customer shall pay the Fees at the time and intervals set out in the Contract Summary. If no payment time and intervals are so specified, Ailsa HQ shall invoice the Customer and the Customer shall pay each invoice within 30 days after the date of such invoice to a bank account nominated in writing by Ailsa HQ.
8.5 If Ailsa HQ has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Ailsa HQ:
8.5.1 Ailsa HQ may, without liability to the Customer or User, disable the Customer’s or Users’ passwords, accounts and access (where applicable) to all or part of the Services and Ailsa HQ shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
8.5.2 interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Royal Bank of Scotland at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
8.6 All amounts and fees stated or referred to in the Agreement shall be payable in the currency set out in the Contract Summary, are non-cancellable and non-refundable, and are exclusive of value added tax, which shall be added to Ailsa HQ’s invoice(s) at the appropriate rate.
8.7 In addition to the Fees, the Customer shall pay to Ailsa HQ a success fee equal to 3% of the total Net Proceeds received in respect of each Opportunity (the “Success Fee”).
8.8 The Success Fee shall become payable upon receipt by the Customer of the first payment in respect of the Opportunity. Ailsa HQ acknowledges that no Success Fee shall be payable unless and until such payment is received.
8.9 The Customer shall provide a written statement to Ailsa HQ within 5 Business Days of receiving the first payment setting out:
8.9.1 the Success Fee payable to Ailsa HQ; and
8.9.2 how the Success Fee has been calculated, including details of any deductions made in determining Net Proceeds.
8.10 If any dispute arises in respect of the Success Fee payable by the Customer to Ailsa HQ, the same shall be referred to an independent auditor agreed between the parties. If the parties are unable to agree on an independent auditor within ten days of a dispute being raised, either party shall then be entitled to request the president of the Institute of Chartered Accountants of Scotland to appoint an auditor. The decision of the appointed auditor, save in the case of manifest error, shall be final and binding on both parties. Any costs associated with the appointment of an independent auditor will be shared between the parties.
9. Confidentiality
9.1 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”). The Customer Data shall be considered the Confidential Information of the Customer.
9.2 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 clause “Confidentiality” shall survive termination of the Agreement.
9.3 This clause 9 shall not apply to the disclosure of Confidential Information which:
9.3.1 is now in, or hereafter comes into, the public domain otherwise than as a result of a breach of this clause 9;
9.3.2 was obtained or acquired in circumstances under which the receiving party was not bound by any form of confidentiality obligation; and
9.3.3 is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the Disclosing Party to limit disclosure to such authorised person to the extent necessary).
9.4 Notwithstanding the terms of clause 9.1 and 9.2 above, Ailsa HQ shall be entitled to reference the Customer as being a customer of Ailsa HQ in relation to its marketing activities subject to the prior written consent of the Customer, which shall not be unreasonably withheld, delayed or conditioned.
10. Indemnity
10.1 Subject to clause 11, Ailsa HQ shall defend the Customer, and if applicable, its officers, directors and employees against any claim that the Services or Documentation infringes any United Kingdom patent effective as of the Effective Date, copyright, trademark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
10.1.1 Ailsa HQ is given prompt notice of any such claim;
10.1.2 the Customer provides reasonable co-operation to Ailsa HQ in the defence and settlement of such claim, at Ailsa HQ’s expense; and
10.1.3 Ailsa HQ is given sole authority to defend or settle the claim.
10.2 In the defence or settlement of any claim, Ailsa HQ may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional reasonable costs to the Customer.
10.3 In no event shall Ailsa HQ, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
10.3.1 a modification of the Services or Documentation by anyone other than Ailsa HQ; or
10.3.2 the Customer’s or Users’ use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Ailsa HQ; or
10.3.3 the Customer’s or Users’ use of the Services or Documentation after notice of the alleged or actual infringement from Ailsa HQ or any appropriate authority.
10.4 This clause 10 and clause 11.4 state the Customer’s sole and exclusive rights and remedies, and Ailsa HQ’s entire obligations and liability, for infringement of any patent, copyright, trademark, database right or right of confidentiality.
11. Limitation of Liability
11.1 This clause 11 sets out the entire financial liability of Ailsa HQ (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Customer or User in respect of:
11.1.1 any breach of the Agreement however arising;
11.1.2 any use made by the Customer or Users of the Services; and
11.1.3 any representation, statement or delictual act or omission (including negligence) arising under or in connection with the Agreement.
11.2 Except as expressly and specifically provided in the Agreement:
11.2.1 the Customer assumes sole responsibility for its and its Users 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;
11.2.2 Ailsa HQ shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Ailsa HQ by the Customer or Users in connection with the Services, AI Technology or any actions taken by Ailsa HQ at the Customer’s or Users’ direction;
11.2.3 Ailsa HQ makes no express or implied warranty or representation concerning the accuracy, completeness or success of any Report or Application provided;
11.2.4 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
11.2.5 the Services and Documentation are provided to the Customer and Users on an “as is” basis.
11.3 Nothing in these Terms and Conditions seeks to exclude Ailsa HQ’s liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation. Ailsa HQ excludes all other liability to the extent permitted at law.
11.4 Subject to clause 11.3, in no event shall Ailsa HQ be liable for any loss of business, loss of profit, loss or corruption of data or for any indirect or consequential loss and Ailsa HQ’s total aggregate liability arising under the Agreement or otherwise relating to the Services shall be limited to the total Fees paid during the 12-month period preceding the date on which the claim arose.
11.5 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. Ailsa HQ 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 Ailsa HQ or the Customer’s failure to comply with its obligations under the Agreement.
12. Term and Termination
12.1 The Agreement shall, unless otherwise terminated under this Clause 12, commence on the Effective Date and shall continue for the Initial Term and thereafter automatically renew for successive Extension Periods, until either party notifies the other in writing, at least one month before the end of the Initial Term or the applicable Extension Period, in which case the Agreement shall terminate upon the expiry of the Initial Term or applicable Extension Period.
12.2 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:
12.2.1 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
12.2.2 the other party is insolvent within the meaning of section 123 of the Insolvency Act 1986; or
12.2.3 the other party ceases, or threatens to cease, to trade.
12.3 On termination of the Agreement for any reason:
12.3.1 all rights to use the Services granted under the Agreement shall immediately terminate;
12.3.2 each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
12.3.3 the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
13. Dispute Resolution
13.1 In the event the parties are unable to resolve a dispute between them arising out of or relating to the Agreement, and except for claims for interdict or other similar relief, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution’s Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by the Centre for Effective Dispute Resolution and the mediation will take place at such location agreed by the parties (or by the mediator in the event parties cannot agree). The mediation agreement referred to in the Model Mediation Procedure shall be governed by Scots law.
13.2 If the dispute is not settled by mediation within 10 days of commencement of the mediation or within such further period as the parties may agree in writing, the parties shall be free to seek to resolve the dispute by such other means subject always to clause 14.
14. General
14.1 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).
14.2 If Ailsa HQ choose to waive any particular right it has under the Agreement on any particular occasion, this does not prevent it from exercising that right on another occasion.
14.3 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.
14.4 Ailsa HQ 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.
14.5 The Customer is not entitled to transfer or assign its rights and obligations under the Agreement to anyone else without Ailsa HQ’s prior written permission. Ailsa HQ may transfer its rights and obligations under the Agreement by giving written notice of such transfer to the Customer.
14.6 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).
14.7 All notices required or permitted under the Agreement will be in writing and given by email to the addresses set out in the Contract Summary 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.
14.8 The Agreement, including the Contract Summary referencing these Terms and Conditions, constitutes the complete and exclusive understanding and agreement between Customer and Ailsa HQ regarding its subject matter and supersedes all prior or other agreements or understandings, written or oral, relating to its subject matter (including any proposal Ailsa HQ 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.
15. Law and Jurisdiction
This Agreement shall be governed by English Law. If either party requires to raise court proceedings in relation to any such dispute, then the courts of England and Wales shall have non-exclusive jurisdiction under the Agreement in relation to those proceedings.