These General Terms and Conditions (“GT&Cs”) shall be deemed incorporated into each Purchase Order and the Parties’ execution of the purchase order shall be deemed an execution of these GT&Cs. These GT&Cs shall prevail over any conflicting terms in any Purchase Order, other terms and conditions, contract or any similar documentation provided by the Supplier to Gett, or any other correspondence between the Supplier and Gett, unless such document expressly states that it is intended to modify the terms of the GT&Cs. These GT&Cs, together with the terms and conditions stated on the face of the Purchase Order shall apply to the provision Goods and/or Services as described in the Purchase Order which are provided by the Supplier to Gett.
Where Gett and the Supplier have entered into an agreement signed by a duly authorised signatory of each of the parties in respect of the supply of Goods and/or Services as out in the Purchase Order, then these GT&Cs shall not apply and the terms of such agreement shall apply in respect of the supply of the Goods and/or Services.
1. Definitions and Interpretation
The following definitions apply in these GT&Cs:
Acceptance: means the written confirmation by Gett of the Goods and/or Services;
Affiliate(s): means an entity company controlling, controlled by, or under common control with the applicable party. ‘Control’ means the beneficial ownership of more than 50% of the issued share capital of the entity in question. Controlled and controlling shall have correlative meaning;
Applicable Laws: means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national or international in any relevant jurisdiction;
Charges: means the charges or fees (including expenses) detailed in the Purchase Order which are payable by Gett to Supplier;
Confidential Information: means all information whether conveyed orally, in writing, in machines readable form or otherwise which relates to either party’s or its Affiliate’s business, equipment, services, developments, trade-secrets, know-how, personnel, suppliers and customers (or such other information which has been designated as ‘confidential’ by the disclosing party) together with all information derived from the above, the existence and terms of these GT&Cs or the Purchase Order;
Deliverables: means all documents, products, systems, equipment and/or materials developed or provided by the Supplier as part of providing the Services;
Delivery: means the delivery of Goods by or from the Supplier to Gett in accordance with the Purchase Order;
Force Majeure Event: means any event preventing the performance by a party of its obligations under a Purchase Order arising directly from an act beyond the reasonable control of the affected party that was not known or reasonably foreseeable by the affected party at the start date of the Purchase Order;
Gett: means the Gett entity listed on the Purchase Order;
Gett Data: means any content, materials, data or information (in whatever form or medium) that Gett makes available to Supplier or which is processed by Supplier during the provision of the Services;
Gett IT: means IT systems used by Gett, including third party IT systems, but not including the Supplier’s systems;
Good Industry Practice: means in relation to any undertaking and any circumstances, the exercise of that degree of professionalism, skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or company engaged in the same type of activity under the same or similar circumstances;
Goods: means the goods, including equipment and software, and any part thereof provided by Supplier under the Purchase Order;
Intellectual Property Rights: means patents, trademarks, service marks, rights (registered or unregistered) in any designs, trade or business names, copyright (including rights in computer software), processes, other proprietary knowledge and information, internet domain names, rights protecting goodwill and reputation, database rights (including rights of extraction) and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world, applications for any of the foregoing rights and all rights under licences and consents in respect of any of the rights and forms of protection mentioned in this definition. Intellectual Property Rights and IPR shall have the same meaning;
Key Personnel: means any person involved in the provision of Goods and/or Services who is key to such Goods and/or Services being provided in accordance with these GT&Cs and the Purchase Order or who have been identified as ‘Key Personnel’ in the Purchase Order;
Purchase Order: means a written purchase order issued by Gett for the purchase of goods, equipment, products, hardware, software, services and/or deliverables;
Services: means the services described in the Purchase Order;
Supplier: means the company or person to whom the Purchase Order is addressed and issued.
Personnel: means all employees, agents, consultants and contractors of the Supplier;
Term: means the period from the start date of the Purchase Order up to an including the expiry date or such shorter period if the Purchase Order is terminated early in accordance with its terms;
2. Ordering and Order Process
2.1. Supplier will provide the Goods and/or Services as set out in the Purchase Order.
2.2. Goods and/or Services shall not be supplied, and Gett shall not be required to pay for such goods and/or services, unless they are Goods and/or Services covered by a Purchase Order entered into in accordance with these GT&Cs.
2.3. The Goods and/or Services shall be provided solely and exclusively by the Supplier. The Supplier shall not subcontract or otherwise delegate the provision of any Goods or the performance of any Services without Gett’s prior written consent.
3. Supplier’s Obligations – General
3.1. The Supplier shall provide the Goods and/or Services to Gett in accordance with Good Industry Practice, these GT&Cs and the Purchase Order.
3.2. The Supplier shall assume full responsibility for the management of all Supplier’s Personnel, whose acts and omissions shall be deemed to be those of the Supplier.
3.3. In providing the Goods and/or Services, the Supplier shall ensure that it will (and, in relation to the provision of the Services, they will):
i. comply with (and not cause or lead Gett to be in breach of) Applicable Laws and shall ensure that any Goods comply with (and do not cause or lead Gett to be in breach of) Applicable Laws;
ii. obtain, maintain and comply with all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Purchase Order in respect of the Goods and/or Services;
iii. comply with any rules and regulations that may be issued to the Supplier by Gett relating to access to such Gett’s premises; and
iv. meet any delivery or performance dates as may be set out in the Purchase Order or, if no date is specified, within a reasonable time.
4. Supplier’s Obligations – Supply of Goods
4.1. In providing the Goods, the Supplier shall ensure that the Goods will:
i. correspond with their description and the Purchase Order and be of satisfactory quality;
ii. be in compliance with Applicable Laws and fit for any purpose as held out by the Supplier or made known to the Supplier by Gett;
iii. be free from defects in design, materials and workmanship;
iv. comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods; and
v. upon Delivery, be free and clear of all claims, charges, liens and encumbrances.
4.2. Gett shall have the right to inspect and test the Goods. Gett reserves the right to reject any Goods which are defective or which are otherwise not in accordance with the requirements of the Purchase Order and to refuse to accept further deliveries of the Goods. Rejected Goods may be held by Gett at the Supplier’s risk and expense or returned at the Supplier’s risk and expense and the Supplier will refund any monies paid by Gett in relation to such rejected Goods within fourteen (14) days of the date of rejection.
4.3. The Supplier shall ensure that the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition.
4.4. The Supplier shall deliver the Goods:
i. on the date specified in the Purchase Order or as agreed between the parties;
ii. to the site specified in the Purchase Order or as instructed by Gett before delivery; and
iii. during Gett’s normal hours of business on a business day, or as otherwise agreed between the parties.
4.5. For the avoidance of doubt, written acknowledgement of delivery of the Goods by Gett does not constitute acceptance of the Goods by Gett.
4.6. Risk in the Goods shall pass to Gett on completion of Delivery. Unless otherwise specified in the Purchase Order, the Supplier shall be responsible for the arrangement and payment of all carriage, insurance, duties, import and export clearances and other costs incurred in delivering the Goods to the site and, where requested, unloading Goods at that location. Ownership of Goods shall pass to Gett on delivery or payment, whichever is the first to occur.
5. Supplier’s Obligations – Supply of Services
5.1. The Supplier shall:
i. perform the Services in accordance with the terms of the Purchase Order and, without prejudice to the foregoing, with reasonable care and skill;
ii. provide the Services in such manner and with all necessary precautions so as to ensure the safety of Gett’s premises and workforce; and
iii. respond promptly and comply with any reasonable requests (consistent with the terms of the Purchase Order) made by Gett.
5.2. Gett reserves the right to reject or require re-performance (without additional charge) of any Services which are defective or which are otherwise not in accordance with the requirements of the Purchase Order.
5.3. The Supplier shall and shall co-operate with and provide all necessary information to Gett, generally and in particular, to facilitate the integration of the Services with the software, services and equipment provided by any third parties.
6. Industry Standards and Codes of Practice
6.1. The Supplier shall remain at all times compliant with (and maintain certifications in respect of, at all times):
i. the ISO and other industry standards set out in the Purchase Order, if any; and
ii. all relevant industry standards in the jurisdiction in which the Goods and Services are being provided and/or received, including any specific standards as set out in the Purchase Order.
7. Gett’s Obligations
7.1. Gett shall provide Supplier, at no charge, with all necessary resources, access, information, data, documents and co-operation reasonably requested by Supplier for the proper and timely fulfilment of the Purchase Order.
7.2. To the extent that a failure by Supplier to achieve any of its obligations is due to a failure of Gett to comply with any of its obligations in these GT&Cs or the Purchase Order, Supplier shall be allowed a reasonable extension of time, and relief from any affected service levels, commensurate with the delay caused by Gett/
7.3. Gett shall ensure that all relevant consents, permissions, permits, approvals and licences (including from all relevant third parties) are granted to Supplier that are required by Supplier for the fulfilment of the Purchase Order.
7.4. Gett shall be responsible for ensuring the accuracy and completeness of all Gett Data and any other information it provides to Supplier, and Supplier shall be entitled to rely on same as being accurate and complete without seeking to verify it unless otherwise agreed in the Purchase Order.
7.5. Gett shall use the Good and/or Services only in compliance with Applicable Laws and government regulations.
8. Gett IT Requirements
8.1. The Supplier shall ensure that the Goods and/or Services and the Supplier’s systems are compatible for use with, work in combination with, successfully integrate and interface with and will not adversely affect Gett IT; and
8.2. The Supplier shall not make any modifications to Gett IT without the consent of Gett and, if applicable, the relevant licensors of third-party systems.
9. IT Security
In supplying the Goods and/or Services, the Supplier shall in accordance with good industry practice:
9.1. ensure that only those of the Supplier’s Personnel access Gett IT as are necessary for the Supplier to provide the Goods and/or Services; and
9.2. take all necessary steps (and ensure that the Supplier’s Personnel take all necessary steps) to:
(i) ensure that no virus is contained in or affects the Supplier’s systems used by the Supplier to provide the Goods and/or Services to Gett, including by using the current release of virus detection software;
(ii) ensure that no virus is contained in or affects the Goods and/or Services as at the date of delivery by the Supplier to Gett of such items; and
(iii) prevent any viruses from being introduced via the Supplier’s systems into Gett IT.
10. Data and Data Security
10.1. The Supplier shall, in accordance with good industry practice:
i. not use or reproduce Gett Data;
ii. keep Gett Data physically and logically separate from the data of its other customers and identify it as the Gett’s Confidential Information;
iii. apply appropriate security procedures and take precautions necessary to protect the Gett Data;
iv. perform regular and secure backups of Gett Data in its possession or control;
v. apply appropriate procedures designed to prevent any unauthorised third-party from obtaining access to any Gett Data;
vi. not deliberately or negligently corrupt, erase or otherwise alter Gett Data;
vii. immediately notify Gett of any breach or suspected security breach involving Gett Data and take all steps to mitigate such breaches and prevent them from reoccurring.
10.2. Without prejudice to any other rights or remedies available to Gett, if any Gett Data is corrupted, lost, degraded or otherwise altered due to an act or omission of the Supplier or its personnel, Gett may, at the cost and expense of the Supplier require the Supplier to restore the Gett Data as soon as reasonably practicable.
11. Ownership, Assignment and Licensing of Intellectual Property Rights
11.1. Each party shall retain all intellectual property rights in its pre-existing and proprietary materials including, but not limited, to software, documentation, tool-sets, and data, of whatever nature and in whatever media owned, developed or controlled by it.
11.2. Gett shall own the Intellectual Property Rights subsisting in or arising in connection with Gett IT and Gett Data and the Supplier shall not acquire any rights to those Intellectual Property Rights or to any Intellectual Property Rights owned by Gett, whether pre-existing or created during the Term of the Purchase Order. Additionally, Gett shall own all new Intellectual Property Rights subsisting in or arising in connection with all Deliverables that are specifically created for Gett within the scope of the Purchase Order and the Supplier hereby assigns (with full title guarantee) to Gett ownership of such new Intellectual Property Rights to Gett.
11.3. Gett grants the Supplier a non-exclusive, non-transferable, royalty-free, personal licence to use Gett Data during the Term of the Purchase Order for the sole purpose of providing the Goods and/or Services to Gett in accordance with the Purchase Order.
11.4. Where either party acquires, by operation of the Applicable Laws, title to Intellectual Property that is inconsistent with the allocation of title set out in these GT&Cs or the Purchase Order it shall at its own expense assign the Intellectual Property Rights it has acquired to the other party, on the request of the other party (whenever such request is made).
11.5. Neither party shall have any right to use any of the other party’s name, trade marks, logos or brands for any purpose (including marketing) without that other party’s prior written consent.
12. Indemnity and Insurance
12.1. The Supplier shall indemnify, and keep indemnified, Gett and any of its Affiliates from and against any losses, damages, liability, costs (including legal fees) and expenses which Gett or its Affiliates may suffer or incur as a result of any:
i. infringement of, or allegation or claim of infringement of, any Intellectual Property Right made against Gett (an “IPR Claim”); or
ii. defects in materials, quality, workmanship or performance of the Good and/or Services received under the Purchase Order.
12.2. If any claim is made under Clause i above or, in Gett’s reasonable opinion, is likely to be made against Gett; or (ii) any claim or allegation of infringement has been made (or is likely to be made) against the Supplier, the Supplier shall promptly (at Gett’s option) at its own expense either:
i. procure such rights as are necessary to enable Gett to continue using or receiving the benefit of the Goods and/or Services; or
ii. modify or replace the infringing part of the Goods and/or Services to make it non-infringing without impacting the functionality or use of the Goods and/or Services; or
iii. (where the Supplier cannot do either of the above, provide Gett with a pro-rated refund in respect of any unearned fees which have been paid in advance by Gett).
12.3. The Supplier shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom or such other country by agreement in writing with Gett insuring the Services and any of Gett’s materials in the Supplier’s possession against the usual risks, including accident, fire and theft, for their full replacement value until the risk in them passes to Gett, and insuring against all other risks that a prudent Supplier should consider reasonable. On request, the Supplier shall supply so far as is reasonable evidence of the maintenance of the insurance and all of its terms from time to time applicable. The Supplier shall on request assign to Gett the benefit of such insurance.
13. Charges and Payment
13.1. The Supplier shall invoice Gett for: (a) the Goods on or after the completion of delivery of the Goods or, if later, Gett’s acceptance of the Goods, (b) Services on or after the completion of performance of the Services and subject always to Gett’s right to reject or require re-performance of any Services pursuant to Clause 5.2.
13.2. Subject to Clause 4.2, Gett shall pay Supplier the undisputed Charges as specified in the Purchase Order within forty-five (45) days of receipt of a validly submitted invoice.
13.3. Without prejudice to any other remedy, Gett shall be entitled to set-off under the Purchase Order any liability which it has or any sums which it owes to the Supplier.
13.4. If Gett disputes the correctness of any invoice issued it shall notify the Supplier of its reasons for disputing the invoice and may withhold payment of the disputed sum. If the dispute relates to part of an invoice, Gett will make payment of any undisputed portion within forty-five (45) days of the date of the applicable invoice.
13.5. VAT shall be charged by the Supplier and paid by Gett at the applicable rate at the time the invoice was issued. For the avoidance of doubt, the charging and applicability of VAT under any Purchase Order shall be entirely the responsibility of the Supplier.
14. Representations and Warranties
14.1. Each party warrants, represents and undertakes to the other that it has full capacity, power and authority to enter into, deliver and perform its obligations under and in accordance with these GT&Cs and the Purchase Order.
14.2. The Supplier warrants, represents and undertakes to Gett that it has:
i. all necessary licences, permits, consents and regulatory approvals from relevant Regulators necessary to perform its obligations under these GT&Cs and the Purchase Order;
ii. full access and right to all relevant technical information, Supplier Personnel, expertise and data (including technical information, expertise and data), which is or might reasonably be required for the purposes of the Goods and/or Services;
iii. all necessary rights, licences and consents (including in and to the Supplier’s Systems) in order to provide the Goods and/or Services to Gett.
iv. instituted, maintains and enforces, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with the Modern Slavery Act 2015 or other similar legislation and/or regulation.
14.3. The Supplier further warrants, represents and undertakes to Gett that that Gett’s (or any of its Personnel’s) receipt, possession and/or use (as the case may be) of the Goods and/or Services and enjoyment of the benefit of rights under these GT&Cs and the Purchase Order and the Supplier’s performance of obligations under these GT&Cs and the Purchase Order (and the Supplier related acts or omissions) shall not infringe any Intellectual Property Rights of any person.
15.1. Neither party shall have any liability to the other, whether in contract or tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these GT&Cs or the Purchase Order for any indirect or consequential losses.
15.2. Subject to Clauses 15.1 and 15.5, Gett’s liability to the Supplier whether in contract or tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with each Purchase Order, shall not exceed 100% (one hundred per cent) of the Charges paid or payable by Gett to the Supplier in the twelve (12) months immediately preceding the data on which the claim arose.
15.3. Nothing in these GT&Cs or the Purchase Order limits or excludes:
a) The Supplier’s liability:
1. for breach of warranty at Clause 14.3 (Intellectual Property Rights Warranty);
2. under any indemnity given by the Supplier in these GT&Cs or any Purchase Order.
b) either Party’s liability:
i. that cannot be legally limited or excluded by Applicable Law;
ii. for death or personal injury arising out of its negligence, or that of its Personnel;
iii. for losses suffered by the other party arising out of the first party’s (or its Personnel’s) fraud, wilful default, abandonment or neglect or the tort of deceit;
iv. for loss of or damage to property arising out of its negligence or that of its Personnel;
v. for breach of any obligation as to title implied by statute; or
vi. for breach of confidentiality obligations.
15.4. Each party agrees that the other party’s express obligations and warranties in these GT&Cs and the Purchase Order are (to the fullest extent permitted by law) in lieu of and to the exclusion of any other warranty, condition, term or undertaking of any kind (including those implied by law), statutory or otherwise, relating to anything to be done, or work to be supplied, under or in connection with these GT&Cs, the Purchase Order and the Goods and/or Services.
15.5. In respect of any indemnification provided under these GT&Cs and the Purchase Order, as a condition to the right to receive indemnification for a claim, the indemnified party shall:
i. give written notice of the claim promptly to the indemnifying party;
ii. give the indemnifying party sole control of the defence and settlement of the claim, however the indemnified party shall have the right, but not the obligation, to participate in the defence of such claim with counsel reasonably acceptable to the indemnifying party and at the indemnified party’s sole cost and expense;
iii. not compromise, settle or attempt to compromise or settle such claim without the consent of the indemnifying party;
iv. provide to the indemnifying party, at the indemnifying party’s expense, all available information and assistance; and
v. use all reasonable endeavours to mitigate any losses or damage.
15.6. In respect of any indemnification provided under these GT&Cs or the Purchase Order, the indemnifying party shall not be responsible or liable for any settlement or admissions made without its written consent, nor liable for any indemnity in such circumstances. In no event may either party enter into any third-party agreement, which would in any manner whatsoever, affect the rights of the other party or bind the other party in any manner to such third party, without the prior written consent of the other party.
16.1. Without affecting any other right or remedy available to it, either party may terminate the Purchase Order with immediate effect by giving written notice to the other party if the other party:
i. commits a material breach of any term of these GT&Cs or the Purchase Order, which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fifteen (15) days after being notified in writing to do so;
ii. takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.
16.2. Without affecting any other right or remedy available to it, Gett may terminate the Purchase Order by giving not less than thirty (30) days written notice to Supplier.
17. Consequences of Termination
17.1. Neither termination nor expiry of the Purchase Order shall affect any other Purchase Order or these GT&Cs.
17.2. Termination of the Purchase Order will not affect either party’s accrued rights as at the date of termination.
17.3. Any provision of these GT&Cs that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Purchase Order shall remain in full force and effect, including Clause 1 (Definitions), Clause 15 (Liability), Clause 17 (Consequences of Termination), Clause 0 (Confidentiality) and Clause 0 (Governing Law).
17.4. Where Gett terminates the Purchase Order pursuant to Clause 16.2 above, Gett shall be entitled to a refund of all unearned fees which were paid in advance to Supplier.
18.1. In respect of any Confidential Information disclosed pursuant to these GT&Cs or the Purchase Order, each party undertakes that it shall not at any time during this the Term the Purchase Order, and for a period of three years after expiry or termination of that Purchase Order, disclose or use any such Confidential Information of the other party, except as permitted by this clause 0.
18.2. Each party may disclose the other party’s Confidential Information:
a) to its Affiliates, and to its and their respective employees, officers and professional advisers, in each case, who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with these GT&Cs and the Purchase Order, provided that each party shall: (i) ensure that any such persons to whom it discloses the other party’s Confidential Information comply with this clause 0 and (ii) shall remain responsible for any failures by any such person to so comply; and
b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority, provided that, where possible without breaching any legal or regulatory requirements, it shall give the other party advance notice of the disclosure requirement and will co-operate with the other party in seeking to oppose, minimise or obtain confidential treatment of the requested disclosure to the extent reasonably practicable.
18.3. Neither party shall use any of the other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with these GT&Cs or the Purchase Order.
18.4. If the disclosing party so requests, the receiving party shall promptly return to the disclosing party or destroy all Confidential Information the disclosing party has provided the receiving party and, to the extent practicable, destroy all materials the receiving party has produced that are derived from, or contain, such Confidential Information, and the receiving party shall, if requested in writing (including by email) by the disclosing party, certify such destruction to the disclosing party; provided that the receiving party may retain Confidential Information and any such derivative materials, to the extent required for legal, regulatory or internal compliance purposes, or which have been created pursuant to automatic electronic archiving procedures. The receiving party acknowledges that, to the extent any Confidential Information is so retained, the receiving party shall remain subject to the terms of these GT&Cs.
19. Assignment, Divestments and Subcontracting
19.1. Subject to Clause 2.3, neither party shall assign, transfer, novate, subcontract, delegate any or all of its rights and obligations under these GT&Cs or the Purchase Order without the prior written consent of the other party (such consent not the be unreasonably withheld or delayed).
20. Third Party Rights
20.1. These GT&Cs do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
21. Force majeure
21.1. Neither party is liable to the other as a result of any delay or failure in the performance of its obligations under these GT&Cs or the Purchase Order if and to the extent that such delay or failure is caused by a Force Majeure Event, provided that a Force Majeure Event shall not relieve a party from liability for an obligation that arose before the occurrence of such event. For the avoidance of doubt, where Supplier is not able to provide Goods and/or Services due to a Force Majeure Event there shall be no obligation for Gett to pay for any Goods and/or Services which are not received due to the Force Majeure Event.
21.2. If a Force Majeure Event prevents the Supplier from performing any of its obligations for more than 30 (thirty) days, Gett may terminate the Purchase Order immediately upon notice to the Supplier.
22.1. Subject to the specific exclusions and limitations and express provisions to the contrary set out these GT&Cs or the Purchase Order, the rights, powers, privileges and remedies provided in these GT&Cs are cumulative and are not exclusive of any rights, powers, privileges or remedies provided by law or otherwise.
22.2. A failure or delay by a party to exercise any right or remedy provided under these GT&Cs or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these GT&Cs or by law shall prevent or restrict the further exercise of that or any other right or remedy.
23.1. If any provision of these GT&Cs or the Purchase Order is held by any court or competent authority to be illegal, void, invalid or unenforceable under the Applicable Laws of any jurisdiction, the legality, validity and enforceability of the remainder of these GT&Cs or the Purchase Order in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of the GT&Cs and the Purchase Order in any other jurisdiction shall not be affected.
24.1. The Purchase Order may be executed in any number of counterparts, which shall together constitute one Purchase Order.
25.1. Any notice (which term shall in this Clause include any other communication) required to be given under the GT&Cs or the Purchase Order in connection with the matters contemplated by them shall, except where otherwise specifically provided, be in writing in the English language.
25.2. Any such notice shall be addressed to the General Counsel at the registered address detailed on the Purchase Order and may be made by hand delivery, facsimile transmission, e-mail, certified or registered mail, express mail or other overnight delivery service, proper postage or other charges paid.
25.3. Such notice or demand will be deemed to have been given or made when actually received or seventy-two (72) hours after being sent, whichever occurs first, provided proof of delivery is obtained by the sender.
26. No Partnership or Agency
26.1. Nothing in these GT&Cs or the Purchase Order shall constitute, or be deemed to constitute, a partnership between the parties nor shall they constitute, or be deemed to constitute, any party the agent of any other party for any purpose except as expressly provided.
27. Governing Law and Jurisdiction
27.1. These GT&Cs and the Purchase Order and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with any of them or their subject matter or formation shall be governed by and construed in accordance with the laws of the country or territory in which Gett is registered and any proceedings resulting out of these GT&Cs and the Purchase Order, and any non-contractual obligations arising out of them, shall be held in the courts of the country in which Gett is registered.