GENERAL TERMS & CONDITIONS
These General Terms & Conditions have effect from 19 June 2023. The previous version of these General Terms & Conditions effective prior to that date are available here.
The current version of these General Terms & Conditions may always be found at the following web address: https://www.gett.com/uk/legal/business/b2b-terms-and-conditions-a/
These General Terms & Conditions, together with the other documents comprising the Agreement (as described below), set out the terms on which Gett has agreed to provide the Customer with access to the Gett Platform and the Services.
In the case of a conflict between the terms of these General Terms & Conditions and an Order Form, these General Terms & Conditions will prevail (except to the extent the conflicting term of the Order Form expressly states that it will override the General Terms & Conditions).
By submitting a signed Order Form, clicking the acceptance button/box in the client registration web portal and/or using the Gett Platform or the Services, the Customer agrees to be bound by this Agreement (as amended from time to time in accordance with its terms). No Customer or User may access the Gett Platform or use the Services unless the Customer agrees to the terms of the Agreement.
1. Definitions and Interpretation
1.1 In this Agreement, the following words shall have the following meanings:
Affiliate means with respect to each party, any entity which directly or indirectly Controls, is Controlled by, or is under common Control of, such party;
Agreement has the meaning given in the Order Form;
Applicable Law means all applicable laws, regulations and legally-binding rules and guidelines, including those applicable to any services provided in connection with this Agreement (including the Transportation Services), as amended and in force from time to time;
Base Fare means the base fare for the Transportation Services charged by a TSP for a Booking, inclusive of applicable tax (but excluding any Extras);
Black Taxi Provider means a third-party, self-employed provider of hackney carriage transportation services (in London, commonly referred to as a ‘black taxi’ or ‘black cab’) to which Gett may submit Bookings for fulfilment;
Booking means a request for Transportation Services made by or on behalf of the Customer via the Gett Platform;
Cancellation Fee means the fee payable by the Customer for the cancellation of a Booking in accordance with clause 4.4 below, as specified in the Gett Platform in accordance with rates set by the TSP or Gett (as applicable) from time to time;
Confidential Information means any information marked confidential or identified in writing to be confidential, or which should be reasonably understood under the circumstances to be confidential, including any non-public information regarding a party and its Affiliates’ business, financial affairs, strategic plans, customers or products, but excludes any information which:
(a) is, or becomes, generally available to the public, other than as a direct or indirect result of the information being disclosed by recipient in breach of the Agreement;
(b) was available to the recipient on a non-confidential basis or otherwise was lawfully in the recipient’s possession, prior to disclosure under the Agreement; or
(c) was, is, or becomes available to the recipient on a non-confidential basis from a person who is not under any confidentiality obligation in respect of that information;
Control means, in relation to each entity, the ability to direct or cause the direction of its management, policies or operations (whether through voting rights, by contract or otherwise), and Controlled shall be construed accordingly;
Customer has the meaning given in the Order Form;
DPA means the Data Processing Addendum attached hereto as Schedule 3;
Effective Date means date on which both parties signed the applicable Order Form;
Extras means the additional costs, fees or expenses charged by a TSP in respect of a Booking, which may include, where applicable, parking charges, waiting time charges, congestion charges, low-emission zone charges, tolls, soiling fees (in accordance with clause 4.5 below), luggage, tips, stopping points, holiday fees, aggregator platform fees and foreign taxes; in each case inclusive of any applicable tax;
Fare Estimate means the fare estimate provided to a User in accordance with clause 4.2 prior to the confirmation of a Booking;
General Terms & Conditions means these general terms & conditions;
Gett or Gett Entity means the Gett legal entity that executes the relevant Order Form;
Gett Platform means the mobile and web-based technology platform, together with the telephone booking service, operated by Gett which enables Users to request Transportation Services from Gett’s network of TSPs in the UK;
Gett Warranties means the provisions of clause 7.2 (Gett warranties);
High Demand Fee means, in respect of Black Taxi Bookings only, the fee which may be charged by Gett during periods of high demand in accordance with clause 4.3;
Intellectual Property Rights means any and all patents, trademarks and service marks, registered and unregistered designs, design rights and copyright, moral rights, rights in data and databases and other protectable lists of information, rights in confidential information, trade secrets, inventions and know how, trade and business names, domain names, get ups, logos and trade dress (including all extensions, revivals and renewals, where relevant) in each case whether registered or unregistered and application for any of them and the goodwill attaching to any of them and any rights or forms of protection of a similar nature and having equivalent or similar effect to any of them which may subsist anywhere in the world;
Loss means all losses, liabilities, damage, costs (including reasonable legal costs), charges or expenses;
Operational Fees means (i) the Telephone Booking Fee (where applicable); (ii) the High Demand Fee (where applicable); and (iii) any other fees or charges levied by Gett from time to time and expressly notified to the Customer/User in the Gett Platform during the booking process;
Order Form means the order form to which these General Terms & Conditions are attached as further described in clause 2 (Contract Structure);
party and parties means the parties to the Agreement, as defined in the Order Form;
Platform Fee means a platform fee (plus applicable tax) payable by the Customer per Booking, calculated as a percentage of the sum of (i) the Transportation Charges, plus (ii) the Operational Fees. The applicable Platform Fee percentage is set out in the Pricing Schedule;
PHV means a private hire vehicle, which includes vehicle types such as executive cars, chauffeur services, limousines and minicabs;
PHV Driver means the driver provided by the PHO to fulfil a PHV Booking;
PHO means a third-party PHV operator;
Pricing Schedule means the pricing schedule available on the website at the address below, as amended from time to time in accordance with these Terms: https://www.gett.com/uk/legal/business/b2b-terms-and-conditions-a/pricing-schedule-a/
Service Area means the location(s) specified in the Order Form;
Services has the meaning given in clause 3.1 below;
Taxi or Black Taxi means a hackney carriage licensed in accordance with Applicable Laws;
Telephone Booking Fee means the booking fee charged by Gett in respect of Bookings made by telephone, as specified in the Pricing Schedule;
Total Charges means all amounts chargeable in respect of a Booking, namely (i) the Transportation Charges, (ii) the Operational Fees, (iii) the Platform Fee and (iv) any Cancellation Fee (if applicable);
Transportation Services means ground transportation services provided by a TSP in respect of a Booking;
Transportation Charges means all amounts charged by a TSP in respect of a Booking, comprising the Base Fare plus any Extras. For the avoidance of doubt, Gett shall be responsible for facilitating payment of the Transportation Charges to the TSP;
TSP (or Transportation Services Provider) means a third-party transportation services provider to which Gett may submit Bookings for fulfilment, being either:
(a) in respect of PHV Bookings, a PHO (including, for the purposes of this definition, the PHV Driver provided by a PHO to fulfil the Booking); or
(b) in respect of Black Taxi Bookings, a Black Taxi Provider;
TSP Regulatory Requirements has the meaning given in clause 7.1 below.
User means an individual authorised by the Customer to use the Gett Platform pursuant to this Agreement (which may include the Customer’s employees, contractors, clients and other authorised individuals).
User Terms means Gett’s general terms of service applicable to users of the Gett Platform, as published on Gett’s website from time to time (available as at the date of the Agreement at https://gett.com/uk/legal/terms);
1.2 In this Agreement (unless the context requires otherwise):
(a) references in a document to clauses and schedules are to the clauses and schedules of that document unless otherwise specified, and the Agreement incorporates all schedules, appendices and annexes to the documents comprising it;
(b) the words including, include, for example, in particular, such as and words of similar effect shall be construed so that they do not limit the general effect of the words which precede them, and so that any examples that are given are not to be exclusive or limiting examples of the matters in question;
(c) references to any party include (where applicable), its lawful successors, permitted assignees and permitted transferees;
(d) references to the singular include the plural and vice versa; references to any one gender do not exclude other genders; a reference to a ‘person’ includes a natural person, corporate or unincorporated body; headings are for ease of reference only and shall not affect interpretation; and reference to any agreement or document is a reference to such agreement or document as amended or modified from time to time in accordance with its terms.
2. CONTRACT STRUCTURE
2.1 The Order Form and these General Terms & Conditions (including in each case, all schedules, exhibits or annexes thereto) together form this Agreement. This Agreement forms a separate and independent contract between the parties that executed the Order Form, independent from any other contract entered into between the parties or their respective Affiliates.
2.2 The obligations of Gett in this Agreement are solely the obligations of the Gett Entity that executes the Order Form. No other Gett entity shall be responsible or liable in any way to the Customer for the performance (or non-performance) of the services and/or obligations set out in such Order Form; and no Gett Entity is in any way a guarantor of the obligations of, or will be jointly and severally liable with, any other Gett Entity.
3.1 During the Term, Gett shall make available the Gett Platform to the Customer and its Users in the Service Area, in accordance with the terms of this Agreement (the Services). For the avoidance of doubt, the term ‘Services’ in this Agreement refers to the technology services and any related ancillary services provided by Gett relating to the Gett Platform only, and specifically excludes the Transportation Services.
3.2 Gett shall perform the Services with reasonable care and skill.
3.3 In order to use the Gett Platform via the Gett mobile application, Users are required to accept the User Terms. For the purposes of the User Terms, the Customer is a B2B Client (as defined therein) and this Agreement is a Business Agreement (as defined therein). Customer shall use reasonable commercial endeavours to ensure that its Users use the Gett Platform in accordance with the terms of this Agreement and the User Terms.
3.4 Users are required to keep their login information for the Gett Platform secure at all times. Gett shall be entitled to assume that any person who logs into the Gett Platform using correct login information has authority to make a Booking on the Customer’s account.
4.1 In respect of each completed Booking, the Customer shall pay to Gett:
(a) the Transportation Charges;
(b) the Operational Fees; and
(c) the Platform Fee.
4.2 Fare estimates. Prior to confirmation of a Booking, an estimate of (i) the Transportation Charges, and (ii) the High Demand Fee (where applicable) will be displayed in the Gett Platform (or provided verbally on request in the case of telephone Bookings). A User will have the option to accept or decline to proceed with the Booking based on the Fare Estimate. The Fare Estimate will be based on the specified pick-up and drop-off locations and may be provided as a range. It will not include: (i) certain Extras (some of which may be incurred or calculated after completion of the Booking); (ii) the Platform Fee, which is payable separately in accordance with clause 5 (Payment); or (iii) the Telephone Booking Fee.
4.3 High Demand Fee. In respect of Black Taxi Bookings only, Gett may charge a fee during periods of high demand, when Gett’s costs to provide the Services are high. An estimate of the applicable High Demand Fee for a Black Taxi Booking will always be displayed in the Gett Platform during the booking process in accordance with clause 4.2.
4.4 Cancellation Fees
(a) In the event that a Booking is cancelled by the Customer or a User, the Customer shall be liable to pay the Cancellation Fee and any incurred Extras.
(b) In the event the User is not waiting at the pick-up location when the driver arrives, the Booking may be cancelled by Gett or the TSP and the Customer shall be liable to pay the Cancellation Fee and any applicable Extras.
4.5 Soiling fees. Should a User soil, damage or put the vehicle out of service in any way, the Customer shall be liable for the cost of any repairs, cleaning and/or soiling charge determined by the TSP, up to a maximum amount as set by the local licensing authority (where applicable).
4.6 Taxes. For the avoidance of doubt, all applicable taxes in respect of the Transportation Charges, Operational Fees, Platform Fees and Cancellation Fees shall be borne by the Customer.
4.7 Transportation Services pricing. Details of current indicative pricing for PHV Transportation Services can be provided by Gett on request. In relation to Black Taxi Bookings, the Base Fare shall be calculated in accordance with the taxi meter (unless otherwise agreed with Gett or otherwise specified in the Gett Platform at the time of placing the Booking).
5.1 Subject to clause 5.6 (if applicable), Gett shall invoice the Customer monthly in arrears for the aggregate Total Charges incurred during the preceding month.
5.2 The Customer shall notify Gett in writing no more than seven (7) days from receipt of an invoice if it disputes any part of the invoice, and provide full particulars of such dispute via email to firstname.lastname@example.org.
5.3 Gett shall submit invoices to the Customer’s Accounts Payable department unless instructed otherwise. The Customer shall pay each invoice submitted to it by Gett within fourteen (14) days from the date of the invoice. Gett reserves the right to charge interest on unpaid and undisputed accounts at the rate equal to the lesser of (a) the Bank of England base rate plus 4% accruing on a daily basis from the due date until full settlement or (b) the maximum rate permitted by Applicable Law.
5.4 Following payment, if it is discovered that the Total Charges paid were incorrect or did not include certain Extras, Gett reserves the right to issue additional invoices to recover such Extras and any applicable unpaid Platform Fee.
5.5 The Customer acknowledges and agrees that under no circumstance is payment to be made directly between the Customer/Users and TSPs.
5.6 Employee Credit Card Payment Facility
(a) If specified in the Order Form, Gett shall permit a User to pay the Total Charges for a Booking upon completion of the Booking using an accepted debit or credit card via the Gett Platform. Following successful payment by a User, Gett shall issue an electronic receipt to the User via the Gett Platform.
(b) The Customer shall remain ultimately liable for all Total Charges. If for any reason the User fails to pay the Total Charges in respect of a Booking in accordance with (a) above, Gett shall issue the Customer with an invoice for such outstanding Total Charges in accordance with clause 5.1.
6. STATUS OF THE TRANSPORTATION SERVICES
6.1 The Customer acknowledges and agrees that, for the purposes of this Agreement, Gett is acting solely as an intermediary (and not as a contractual principal) with respect to Transportation Services. This means that the Transportation Services are performed by the TSP under a direct contract between the TSP and the Customer/User, with Gett acting solely as an introducer and intermediary with respect to that contract.
7.1 In this clause, the term TSP Regulatory Requirements means, at all times when providing Transportation Services:
(a) in respect of all TSPs, maintaining in full force and effect all insurances, licences, permits, authorisations, consents and approvals required by Applicable Law for such person to lawfully provide Transportation Services in the relevant jurisdiction; and
(b) with respect to PHOs only, maintaining compliance with their obligations under Applicable Law to ensure that their PHV Drivers are licensed and insured in accordance with Applicable Law.
7.2 Gett warranties. Gett warrants and undertakes to the Customer as follows:
(a) Onboarding checks. Prior to onboarding a TSP to the Gett Platform, Gett obtained reasonable documentary evidence that the TSP was in material compliance with the TSP Regulatory Requirements.
(b) Suspension of non-compliant TSPs. If at any time Gett becomes aware that any TSP providing Transportation Services has ceased to comply with any of the TSP Regulatory Requirements applicable to it, Gett shall promptly suspend such TSP from receiving Bookings until such time as it is fully compliant with such requirements.
7.3 In the event that the Customer suffers or incurs any Loss in connection with the Transportation Services, the Customer shall be entitled to recover amounts from Gett for breach of the Gett Warranties only to the extent that it has been unable to recover such Loss directly from the defaulting TSP and/or its insurers, having taken all commercially reasonable steps to do so. In any event the Customer shall not be entitled to double recovery in respect of such Loss.
7.4 Mutual warranties. Each party warrants to the other as follows:
(a) it has all right, power, and authority to enter into and perform its obligations under the Agreement and the execution and delivery of the Agreement does not require the approval of any other person;
(b) the Agreement has been duly and validly executed by it; and
(c) the execution, delivery or performance of the Agreement by such party does not violate any Applicable Law or the terms of any existing agreement to which it is a party.
8.1 Liability relating to TSPs. Save in respect of Gett’s obligations under the Gett Warranties (and without prejudice to such obligations):
(a) Gett shall have no liability to the Customer or any User in respect of acts or omissions on the part of a TSP; and
(b) Customer acknowledges and agrees that it is the responsibility of the applicable TSP to ensure that it is in compliance with the TSP Regulatory Requirements applicable to it in providing Transportation Services.
8.2 Legal disclaimers. Gett does not guarantee the availability nor uninterrupted or error-free use of the Gett Platform and shall not be liable for any Loss resulting from or in connection with scheduled or unscheduled downtime, unavailability or slowness. Except as expressly provided in this Agreement, the Gett Platform and the services provided in connection with this Agreement are provided on an “as is” basis and Gett makes no express or implied warranties or representations with respect to (a) the Gett Platform or any service provided by Gett or its Affiliates, or (b) any TSP or the Transportation Services; including, without limitation, any implied warranties of merchantability, fitness for a particular purpose or as to the accuracy or completeness of the information provided.
8.3 Indemnity for improper use. The Customer shall indemnify and hold Gett and its Affiliates harmless from and against any Losses arising out of any actual or threatened third-party claim made as a result of the Customer’s or a User’s improper use of the Gett Platform, including use which is in material breach of the User Terms.
8.4 Lost property. Gett shall not be responsible for, nor under an obligation to procure insurance in respect of, the loss of or damage to any person’s personal belongings, including those left in a vehicle following use of the Transportation Services. Any lost property incidents should be reported to Gett’s customer support team who may be able to assist with the recovery of any lost items.
8.5 Liability cap. Subject to clause 8.7, Gett‘s total aggregate liability to the Customer and all Users at any time, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to a sum equal to the value of the Platform Fees paid or payable to Gett during the twelve (12) month period preceding the month in which the cause of action is alleged to have arisen (or, prior to the first anniversary of the Agreement, the annualised average Platform Fees paid or payable in each of the preceding months).
8.6 Exclusion of certain types of loss. Subject to clause 8.7, Gett shall not be liable to the Customer or any User whether in contract, tort (including negligence), breach of statutory duty or otherwise for (i) any indirect, special, consequential, incidental, punitive, exemplary or special damage, loss, claims, costs and expenses, or (ii) any loss of business, revenue, profits or loss of use, in each case whether or not such damage, loss, claims, costs and expenses were foreseeable by or notified to the Customer and/or User.
8.7 Liabilities not limited or excluded. Nothing in this Agreement shall limit or exclude a party‘s liability for:
(a) for its intentional misconduct;
(b) for death or personal injury caused by its own negligence, fraud or fraudulent misrepresentation, or for any other matter which cannot be excluded by Applicable Law;
(c) a breach of its confidentiality obligations under clause 12.1 (Confidentiality);
(d) Gett’s obligations to indemnify the Customer for third-party intellectual property infringement under clause 10.4.
8.8 Class actions etc. To the fullest extent permitted by Applicable Law, each party hereby irrevocably (i) waives any right it may have to join any claim or cause of action directly or indirectly arising out of or relating to this Agreement, the transactions contemplated hereby or the use of the Gett Platform with those of others in the form of a class action or similar procedural device; and (ii) agrees that any and all disputes, claims and causes of action directly or indirectly arising out of or relating to the Agreement, the transactions contemplated thereby or the use of the Gett Platform must be asserted individually and shall be resolved individually, without resort to any form of class action or similar procedural device.
9. Privacy and Data Protection
To the extent that either party Processes Personal Data under the Agreement, the parties shall conduct such Processing in accordance with the DPA. The definitions set out in paragraph 1 of the DPA shall apply in this clause.
10. Intellectual Property
10.1 Subject to the terms of the Agreement, Gett hereby grants Customer a revocable, limited, non-exclusive, non-sublicensable and non-transferable licence to access and use the Gett Platform in accordance with the Agreement.
10.2 The Customer acknowledges that:
(a) all Intellectual Property Rights and all other rights in the Gett Platform are owned or licensed by Gett and/or its Affiliates, and remain vested in Gett and/or its Affiliates at all times; and
(b) the Customer does not acquire any rights in or to the Gett Platform under the Agreement.
10.3 The Customer (whether directly or indirectly) shall not (and shall not attempt to) reverse engineer or in any other way study, copy or develop the Gett Platform. On termination of the Agreement, the Customer shall ensure that all Users cease to use the Gett Platform under the Customer’s account.
10.4 Gett shall indemnify and hold the Customer and its Affiliates harmless from and against any Losses incurred by the Customer as a result of any third-party claim that the Customer’s use of Gett Platform in accordance with the terms of the Agreement infringes or violates the Intellectual Property Rights of a third party (IP Claim).
10.5 If the Customer receives an IP Claim, it shall:
(a) as soon as reasonably practicable, give written notice of the Claim to Gett, specifying the nature of the Claim in reasonable detail;
(b) give Gett control over the conduct of the Claim, and shall not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of Gett;
(c) give Gett and its professional advisers all reasonable information and assistance (at Gett’s expense) for the purpose of Gett assessing, defending and/or settling the Claim.
10.6 The Customer hereby grants Gett and its Affiliates a non-exclusive, non-sublicensable and non-transferable licence to use the Customer’s name and logo for the purposes of identifying the Customer as a Gett customer in its marketing materials. Additionally, upon request from Gett, Customer agrees to make available representatives to participate in a written case study on the Customer’s use and experience of the Gett Platform.
11. TERM & Termination
11.1 This Agreement will commence on the Effective Date and will continue on a rolling-month-by-month basis unless terminated earlier in accordance with its terms.
11.2 Either party may terminate this Agreement for any reason by giving the other party not less than thirty (30) days’ notice in writing, in which case this Agreement shall terminate at the end of the calendar month following the month in which such notice was served.
11.3 The Customer may terminate this Agreement immediately upon written notice to Gett if Gett materially breaches any term of this Agreement. Gett may terminate this Agreement immediately upon written notice to the Customer if any of the following events occur:
(a) the Customer does not make payment of any amount due under this Agreement within 10 business days of notice from Gett that such amount is overdue;
(b) a material breach by the Customer of this Agreement or Applicable Law;
(c) a material breach, or persistent breaches, of the User Terms or any other legal obligations, by one or more Users;
(d) the Customer’s credit rating is downgraded or the Customer has, or is likely to, undergo any form of insolvency event (as determined by Gett in its sole discretion);
(e) no Bookings have been made under this Agreement for more than 6 months; or
(f)Gett considers it necessary or prudent, in its sole discretion, for the continued good operation of the Gett Platform.
11.4 Upon termination of an Agreement, all sums payable to or chargeable by Gett shall be invoiced and become due and payable in full within 5 business days of the date of the invoice.
11.5 Upon termination of an Agreement for any reason:
(a) each party shall cease to make further use of the other party’s Confidential Information or Intellectual Property Rights received under the Agreement and, if requested by such other party, shall destroy, turn over or make available such Confidential Information or other property in its possession; provided that each party may retain the other party’s Confidential Information to the extent, and for so long as, required for legal, regulatory, or internal compliance purposes, or which has been created pursuant to automatic electronic archiving procedures. Any such retained information shall remain subject to the confidentiality obligations under the Agreement; and
(b) any provision of the terminated Agreement which expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect. The termination of an Agreement will not affect either party’s accrued rights as at the date of termination.
12.1 Confidentiality. Any and all Confidential Information shall be treated by the receiving party as confidential. The receiving party shall not disclose, directly or indirectly, in whole or in part, to any third party, any Confidential Information or use such Confidential Information for its own benefit except as is solely necessary in connection with the receiving party’s performance under this Agreement or where such Confidential Information is required to be disclosed pursuant to a law, regulation, regulatory authority or judicial or lawful government order, but only to the extent required by such order.
12.2 Notices. Any notice to be served on a party under an Agreement shall be in writing sent by pre-paid post or e-mail to the address of the addressee specified in the Order Form, or such other address as a party may notify to the other for this purpose from time to time. The provisions of this clause do not apply to the service of legal process or other documents in any legal action. Any notice shall be deemed to have been received by the addressee within 48 hours of posting or at the time of transmission of the e-mail unless a failed delivery notification was received by the sender.
12.3 Gett Affiliates. The Services contemplated by an Agreement may be provided by Gett and/or any of its Affiliates. Where an Affiliate provides any Services to the Customer, such Affiliate shall be entitled to invoice the Customer for such Services in accordance with the terms of the Agreement; provided that Gett shall remain liable and responsible for compliance with the terms and conditions of the Agreement.
12.4 Non-disparagement. Neither party shall act in a manner that disparages the other party (whether during the term or after termination of the Agreement).
12.5 Assignment. Gett may transfer its rights and obligations under this Agreement to another person for any reason and without the consent of the Customer, provided that Gett will notify the Customer of any such transfer and ensure that the transfer does not materially affect the Customer’s rights to use the Services. The Customer may not transfer its rights or obligations under this Agreement without the prior written consent of Gett.
12.6 Variation. Gett may change or supplement the terms of this Agreement from time to time at its sole discretion. Gett will use commercially reasonable efforts to provide notice to the Customer of any material changes to this Agreement (which may be provided via e-mail, posting notice on our website and/or notifications in the Gett Platform). Within 10 business days of such notice, the changes will be deemed to be binding on the Customer. If the Customer does not agree with the changes it should discontinue using the Services. If the Customer continues using the Services after such 10 business day period, the Customer will be deemed to have accepted the changes to the terms of this Agreement.
12.7 Entire Agreement. Each Agreement constitutes the entire and only agreement between the Parties in relation to the subject matter thereof and supersedes all previous agreements between the Parties relating to such subject matter, provided that nothing in this clause shall operate to exclude any representation made fraudulently. Subject to the foregoing, each party confirms that it has not relied upon, and shall have no remedy in respect of, any agreement, warranty, statement, representation, understanding or undertaking made by any person (whether or not a party to the Agreement) unless expressly set out in the Agreement.
12.8 Severability. If any provision of the Agreement is held to be invalid, illegal or unenforceable such provision shall be modified so as to be enforceable, or shall be severed from the Agreement, and the remainder of the Agreement will continue to be valid and enforceable.
12.9 No waiver. A waiver of any term, provision or condition of, or consent granted under, the Agreement shall be effective only if given in writing and signed by the waiving or consenting party and then only in the instance and for the purpose for which it is given. No failure or delay on the part of any party in exercising any right, power, or privilege under the Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
12.10 Third party rights. The rights under an Agreement only accrue to those parties to it, and, in the case of Gett, to any Gett Affiliate providing services pursuant to clause 12.3. Except for the foregoing parties, no other person shall have rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term or condition of this Agreement.
12.11 Governing law & jurisdiction. This Agreement, and any non-contractual obligations arising out of it, will be governed and construed in accordance with the laws of England & Wales. The courts of England & Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).