Terms & Conditions
Beans Group Terms & Conditions
The services offered by The Beans Group Limited (or its subsidiaries) are subject to a Booking Form and these Terms and Conditions (together, the “Agreement”). A Booking Form may be used to refer to certain commercial provisions or amendments to the Terms and Conditions. In the event of any conflict between a Booking Form and the Terms and Conditions, a Booking Form shall prevail.
Parties to the Agreement:
- “Client” refers to the client stated on a Booking Form. The Client will be a brand that wishes to work with Beans to enable Beans to provide certain services; and
- “Beans” refers to The Beans Group Limited, a company incorporated under the laws of England and Wales (company no. 05486885) with its registered address at 1 Vincent Square, London, SW1P 2PN. Where an alternative Beans Group entity is named on a Booking Form, this will be the entity the Client is contracting with
each a “Party” and together the “Parties.”
|“Affiliates”||means the affiliate network providing the Affiliate Program;|
|“Affiliate program”||means the affiliate program provided by the Affiliate Network that the Client has signed up to which allows commission to be tracked on Qualifying Transactions in relation the use of the Discount;|
|“Beans Marks”||means the brand names, logos, and marks of Beans;|
|“Charges”||means the fees payable for the Services (excluding the Affiliate Commission) as set out under the Booking Form;|
|“CCG”||means closed consumer group(s) that will benefit from the Discount, as selected on a Booking Form;|
|“Client Marks”||means the brand names, logos, and marks of the Client;|
|“Client Materials”||means any materials, marks or any other relevant data owned by the Client which are required in order to provide the Services;|
|“Client Platforms”||means the Client’s e-commerce platforms such as its website or app or its in-store venues through which the Discount can be used;|
|“Confidential Information”||means all information disclosed to or obtained by one Party (whether directly or indirectly) from the other (whether before or after the signing of the Agreement), including all information relating to that other Party’s or its group companies’ (meaning a company which is either owned or controlled by, under common ownership or control with or owns or controls or has 50% ownership of the Party) business, operations, systems, processes, products, trade secrets, know-how, contracts, finances, plans, strategies or current, former or prospective clients, customers, partners or suppliers and which information is marked as being confidential or might reasonably be assumed to be confidential, but excluding information which (a) is available to the public other than because of any breach of this Agreement; (b) is, when it is supplied, already known to whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; or (c) is independently obtained by whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others;|
|“CPC”||means cost per click;|
|“Customers”||means a customer who is part of a specific CCG and who has been confirmed as a verified member of such group by Beans;|
|“Discount”||means the discount, offer, voucher or other promotion the Client offers through Beans which will be made available to Customers and as confirmed on a Booking Form;|
|“Effective Date”||means the last date of signature on a Booking Form entered between the Parties;|
|“Force Majeure Event”||means any cause beyond a Party’s reasonable control including, without limitation, any of the following: act of God, pandemic (excluding Covid-19), epidemic, cyber-attack, act of terrorism, governmental act, war, fire, flood, explosion or civil commotion;|
|“Initial Term”||means the first 12 month term entered into between the Parties for the provision of the Services;|
|“Insolvency Event”||means any of the following events: a Party becomes insolvent, enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt, or becomes unable to pay its debts or suspends or ceases, or threatens to suspend or cease, all or a substantial part of its business;|
|“Intellectual Property Rights”||means patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action);|
|“Marketplace”||means the Beans marketplace (such as the Beans websites or apps) which list discounts, offers, vouchers or other promotions to specific CCGs;|
|“Personal Data”||means as defined under the EU General Data Protection Legislation (2016/679) (“GDPR”)|
|“Professional Representatives”||means the professional advisers, officers, employees, agents, contractors and subcontractors of a Party, who on a ‘need to know’ basis and as strictly necessary for the purposes of the Agreement, Confidential Information is shared with and subject to each such person being bound by an obligation of confidentiality no less onerous than the obligations contained in Clause 8 (Confidentiality);|
|“Renewal Term”||means a renewal of the Initial Term and any subsequent renewal thereafter;|
– Sales values of Qualifying Transactions for the reporting month
– CPA rate
– Commission calculation
– Date of Qualifying Transactions
|“Qualifying Transaction”||means a transaction for the purchase of the Client’s goods/services on the Client Platforms which has been made through the Customer (i) following an affiliate link from Beans to the Client Platforms and/or (ii) using the Discount|
|“Service Commencement Date”||means the date upon which the subscription to the Services commences;|
|“Services”||means the services that Beans provides as set out on a Booking Form;|
|“Term”||means the duration of this Agreement including the initial Subscription Term and any Renewal Term;|
2. ABOUT BEANS
2.1 Beans works with brands all over the world to ensure that they can provide members of CCGs with discounts and offers. Our services comprise of the following:
- Listing: A listing of the Discount on the Marketplace.
- Verification Technology: A technology offering which allows specific customers to verify themselves as genuinely being part of a certain CCG. The technology offering may be made available through the Client’s e-commerce platforms or its venues.
- Media: The promotion of the Client and the Discount through certain promotional activities.
3.1 From the Effective Date, the Parties are bound by the terms contained in the Agreement.
3.2 Beans provides an annual rolling subscription to the following services: Listing and Verification Technology. These services are purchased for a minimum term of 12 months and will renew annually unless either Party gives notice to the other at least thirty (30) days prior to the anniversary of the Service Commencement Date. Where notice is given, the Agreement shall terminate on the expiry of the Initial Term. Each Renewal Term will be subject to the then current pricing model offered by Beans.
3.3 Media is effective for the duration set out in a Booking Form.
3.4 Unless stated under this Agreement, the Services are not refundable or cancellable.
4. CHARGES AND PAYMENT
4.1 There are several charges that may be payable by the Client, depending on the Services purchased:
- Listing and Verification Technology Charges: The charges for Listing and Verification Technology are set out under a Booking Form and are payable within thirty (30) days of the date of invoice. Invoices for Listing and Verification Technology charges will be sent out on or shortly after the Effective Date (or prior to the commencement of a Renewal Term, where applicable). Unless otherwise set out on a Booking Form, such charges are payable to Beans directly and not through the Affiliate Network.
- Media Charges: Any applicable Media charges are set out on the relevant Booking Form. All Media charges are payable within thirty (30)days of the date of invoice. Invoices for Media will be sent on or shortly after the Effective Date. Unless otherwise set out on a Booking Form, Media charges are payable to Beans directly and not through the Affiliate Network.
- Affiliate Commission: The Client agrees to: (i) pay Beans a fixed rate of commission for all Qualifying Transactions (this is known as a cost per action and is referred to as CPA on a Booking Form); and (ii) be part of a recognised Affiliate Network. If the Client is not part of an Affiliate Network, it will be subject to the terms set out under Clause 4.2 (Manual Reporting). Affiliate commission is payable at the minimum CPA rate set out under a Booking Form. The minimum CPA is fixed for the duration of the Initial Term or Renewal Term, as may be applicable. The CPA is charged and payable in accordance with the Affiliate Program. In the event of any discrepancy between the payment terms of the Affiliate Program and Beans in relation to the CPA, the Client agrees to support and facilitate any necessary discussions to ensure any discrepancy can be resolved.
4.2 Manual Reporting: Where (i) the Client is not part of an Affiliate Program through which Qualifying Transactions can be tracked; or (ii) there is any fault which results in CPA not being trackable, manual reporting shall apply in relation to the CPA payable and the Client shall provide Beans with the Reporting Information. The Reporting Information must be provided to Beans with receipt confirmed by Beans by the 15th of each month following the reporting month (the “Reporting Deadline”). For example: the Reporting Information for January Qualifying Transactions must be provided to Beans by 15 February. Beans will invoice the Client CPA following receipt of the Reporting Information. If the Reporting Deadline is not met or the Client is unable to provide manual reporting, it shall be charged on a CPC basis as set under Clause
4.3 CPC Charging: Where the Client (i) has purchased an in-store offering (as may be set out under a Booking Form) or; (ii) or the Reporting Deadline is not met where Manual Reporting applies, the Client shall pay Beans on a CPC basis as set out below:
Each time a Customer generates the Discount on the Client’s listing on the Marketplace or the Client Platforms, a ‘click’ will be generated. Only one ‘click’ will be generated per Customer per browsing session. At the end of each month, Beans shall invoice the Client for the number of clicks generated in the previous month. Such invoices are payable within thirty (30)days of the date of invoice.
4.4 In the event that any of the charges listed in Clause 4.1, 4.2 or 4.3 above fail to be paid in accordance with their relevant payment terms, Beans may suspend the Services.
4.5 Any charges payable to Beans and listed on a Booking Form are exclusive of sales tax. The Client is responsible for all taxes, and any duties and additional charges of any kind which are imposed upon the Client.
4.6 In the event that the Services are delayed beyond the Service Commencement Date as a result of the Client failing to provide Beans with all relevant information required including the Client Materials, Beans reserves the right to charge the Client a fee equal to the cost of the rate card charges of the Services, in addition to any other charges paid by the Client.
5. THE SERVICES
5.1 The Client is purchasing the Services in accordance with the terms of this Agreement. Beans will provide the Client with the Services in accordance with the terms of this Agreement.
5.2 The Services are offered to the Client on a per country basis, as further set out on a Booking Form
5.3.1 The Client agrees to cooperate with Beans and provide Beans with all necessary information, as may be reasonably required for the provision of the Services, including providing Beans with the Client Materials.
5.3.2 Unless expressly permitted by this Agreement, the Client shall not permit any third-party to access or use the Services.
5.3.3 The Client shall not copy, translate, modify, adapt or create derivative works from the Services.
5.3.4 The Client will not attempt to discover or gain access to the source code of the Services or reverse engineer, modify, decrypt, extract, disassemble or decompile the Services.
5.3.5 The Client will not obscure, amend or remove any copyright notice, trademark or other proprietary marking on, or visible during the operation or use of the Services.
5.3.6 The Client will not use the Services for any unlawful purpose or to upload, store, post, email, transmit or otherwise make available any viruses or inappropriate content through the Services.
5.4 Service Modifications
5.4.1 Beans reserves the right to determine all matters concerning the configuration and other administrative or operational issues relating to the Services. Beans may modify the Services from time to time, provided that in the event of any material modifications that may inhibit the delivery of the Services, Beans will make The Client aware, and the Parties shall work together to ensure minimal disruption.
5.5.1 For the duration of the Term, the Client agrees and acknowledges that (i) Beans will be its exclusive provider of the nature of the services listed under a Booking Form; (ii) it will not enter into any other agreement with a service provider where that provider offers similar or overlapping services to the Services; and (iii) it will not develop similar, alternative or competing services to the Services.
5.5.2 Subject to Clause 5.8.7, nothing in Clause 5.5.1 above shall prohibit the Client from promoting the Discount itself using its own emails or social media activity or other promotional activity.
5.6 Affiliate Programme
5.6.1 The Client shall ensure that Beans is accepted on the Affiliate Programme.
5.6.2 The Client acknowledges that Beans is not responsible for the tracking of Qualifying Transactions and that accurate tracking is the responsibility of the Affiliate Programme. In the event that Beans reasonably believes that tracking is inaccurate, the Client shall work with Beans and the Affiliate Network to ensure that any such concerns are reviewed and resolved.
5.7 Client Goods/Services and Systems
5.7.1 The Client shall bear all responsibility relating to any goods/services promoted through the Discount and made available to Customers.
5.7.2 The Client shall be responsible for fulfilling the transactions that take place on the Client Platforms using the Discount and it acknowledges that Beans has no responsibility in relation to the fulfilment of any Customer purchase, query, complaint, or refund in relation to the Client’s goods/services.
5.7.3 The Client shall be solely responsible for providing, configuring and maintaining its systems and all hardware, software and network connections necessary to enable it to connect to the internet to use the Services and provide the Discount.
5.8 The Discount
5.8.1 The Client is responsible for providing Beans with the codes in relation to the Discount. Where the Client is providing Customers with a specific discount link through Beans instead of the Discount, it is responsible for ensuring that link is live and accessible for the duration of the Term.
5.8.2 If a Party becomes aware that the codes or link for the Discount are defective, it shall notify the other immediately and the Client will provide Beans with replacement codes as soon as possible, and in any event, within two (2) business days. Beans reserve the right to remove the Discount from the Marketplace if it has been defective for more than 24 hours.
5.8.3 Where the Client has purchased Verification Technology, Beans shall list the Discount on the Marketplace once the Client includes a stand-alone prominent link advertising the Discount on the homepage of the Client Platforms. If the Client has purchased student and graduate services in addition to other CCG services, the student and graduate link must be a distinct and separate link on the Client Platforms as compared to the other CCG services.
5.8.4 Where a Client has not purchased Verification Technology but has purchased Listing, Beans shall list the Discount on the Marketplace once the Client provides Beans with all relevant information which may include the Client Materials.
5.8.5 The Client shall ensure that the Discount is the best available discount it offers to the relevant CCG(s). The Client shall not offer, promote, or provide a discount outside the terms of this Agreement that is stronger, deeper, better, or more advantageous to the relevant CCG customers than the Discount.
5.8.6 The Client shall ensure that the Discount is live and usable by Customers for the duration of the Term.
5.8.7 The Client shall refer to Beans when it promotes the availability of the Discount.
5.9 Listing and Verification Technology
5.9.1 Where the Client has purchased Listing, the Listing will remain live on the Marketplace for the Term, and in accordance with the terms of the Agreement.
5.9.2 Where the Client has purchased Verification Technology, it shall ensure it remains live on the Client Platforms for the Term, and in accordance with the terms of the Agreement.
5.9.3 The Client is not permitted to remove the Verification Technology from the Client Platforms prior to the end of the Term and any such removal will result in a charge to the Client equal to the annual licence fee for the Verification Technology (in addition to any charges it may have already paid Beans).
5.10.1 Where the Client has purchased in-store services (as may be listed on a Booking Form) it will display point of sale assets in its store/venues to prominently promote the availability of the Discount. The Client shall be solely responsible for providing, organising and maintaining its stores/venues and associated stock, staff and point of sale software and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to its stores/venues.
6.1 Each Party warrants to the other that in relation to its obligations under this Agreement (i) it has all relevant rights, licences, consents and approvals in place; (ii) it shall act in accordance with all applicable laws, rules and regulations; (iii) nothing in the Agreement will cause it to be in breach of any legal or contractual obligation owed to a third party.
7. INTELLECTUAL PROPERTY
7.1 Nothing in this Agreement shall cause the ownership of any Intellectual Property Rights belonging to one Party to be transferred to the other.
7.2 Beans shall remain the owner of all Intellectual Property Rights in the Beans Marks and the Services and all associated software and data and all goodwill in the use of the Beans Marks and the Services shall be owned by Beans. Beans grants the Client a non-exclusive, non-transferable, country specific, royalty-free licence to use the Beans Marks for the duration of the Term to such extent as is necessary to enable the Client to market and promote the Discount.
7.3 The Client shall remain the owner of all Intellectual Property Rights in the Client Platforms, the Client Materials and Client Marks, and all goodwill in the use of the Client Platforms, the Client Materials and Client Marks shall be owned by the Client. Under this Agreement the Client grants Beans, a non-exclusive, non-transferable, country specific, royalty-free licence to use the Client Materials to such extent as is necessary to enable Beans to provide the Services and to perform its obligations under this Agreement for the duration of the Term.
7.4 The Parties may provide one another with guidance in relation to each Party’s respective marks.
8.1 The Parties acknowledge and agree that the terms of this Agreement constitutes Confidential Information.
8.2 Subject to Clause 8.3, each Party shall: (i) keep confidential all Confidential Information of the other Party which it receives in connection with this Agreement; (ii) apply to it no lesser security measures and degree of care than those which it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own confidential information; (iii) only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, this Agreement; (iv) not disclose such Confidential Information to any third party other than its Professional Representatives); and (v) promptly, upon request and, in any event, upon termination of this Agreement (for whatever reason), return to the other Party or destroy (at the other Party’s request) all materials incorporating, embodying or recording any such Confidential Information in its possession or control and, if requested by the other party, certify in writing that it has done so.
8.3 Either party may disclose the other’s Confidential Information to the extent required by law or by any court, tribunal, regulatory or other authority with competent jurisdiction to order its disclosure (but only to the extent of such requirement), provided that the recipient promptly provides the discloser with prior notice of such disclosure (to the extent legally permitted) and reasonable assistance, at the discloser’s cost, if the discloser wishes to contest the disclosure.
9.1 The indemnity Beans provides to the Client: Beans indemnifies the Client from and against any claim brought by a third party that the Client’s use of the Services or Beans Mark infringe the third party’s Intellectual Property Rights. If the Services or Beans Mark are held to infringe any third party Intellectual Property Rights, Beans may, in the first instance and at its option and expense: (a) modify the Services or Beans Mark so as to make them non-infringing; or (b) obtain a licence that permits the Client to continue using the Services and Beans Mark. If none of the foregoing is reasonable, Beans may terminate the Agreement on five (5) business days’ notice. Beans shall not be liable to the Client to the extent that the alleged infringement is based on: (a) a modification of the Services or Beans Mark by anyone other than Beans; (b), Client’s use of the Services or Beans Mark in a manner contrary to this Agreement; or (c) Client’s use of the Services or Beans Mark after notice of the alleged infringement.
9.2 The indemnity the Client provides to Beans: The Client indemnifies Beans from and against any claim brought by a third party that Beans’ use of the Client Materials and Client Marks infringe any Intellectual Property Rights of a third party to this Agreement. The Client shall not be liable to Beans to the extent that the alleged infringement is based on: (a) a modification of the Client Materials or Client Marks by Beans; (b) Beans’ use of the Client Materials or Client Marks in a manner contrary to this Agreement; (c) or Beans’ use of the Client Materials or Client Marks after notice of the alleged infringement.
9.3 Clauses 9.1 and 9.2 are subject to:
9.3.1 the indemnifying party being given prompt notice of any matter for which the indemnified party wishes to be indemnified;
9.3.2 the indemnified party providing reasonable co-operation in the defence and settlement of the relevant claim, at the indemnifying party’s expense; and
9.3.3 the indemnifying party being given sole authority to defend or settle the relevant claim, provided that no settlement shall be made which prejudices the indemnified party’s rights or imposes any obligations on it without its prior written approval (not to be unreasonably withheld or delayed).
10. LIMITATION OF LIABILITY
10.1 Nothing in this Agreement shall limit or exclude either Party’s liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, and any liability which may not be lawfully limited or excluded.
10.2 Subject to Clause 10.1, neither Party shall be liable in any circumstances to the other party for consequential, special or indirect losses or the following losses whether direct or indirect: (a) loss of profits; (b) loss of revenue; (c) economic loss; (d) loss of business or contracts; (e) loss of anticipated savings or goodwill; (f) loss of data; or (g) any losses arising from a claim by a third party for any of the losses set out under Clause 10.2 (a-f), whether arising under contract, statute, tort (including, without limitation negligence) or otherwise.
10.3 Subject to Clauses 10.1, 10.2 and 10.4 the total and aggregate liability of (a) Beans and (b) the Client, in each case whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Agreement and including any liability arising under Clauses 9.1 and 9.2, shall be limited to 100% of the total charges paid or payable for the Services during the 12 months immediately preceding the date on which the claim arose. Where no charges have been paid within the preceding 12 months, liability shall be limited to 100% of the total charges that would have been paid by the Client in keeping with the Beans pricing model for the Services during the 12 months immediately preceding the date on which the claim arose.
10.4 Beans shall not be liable for: (a) any failure to comply with the provisions of this Agreement if such default is attributable to any acts or omissions caused by the Client, its agents, employees or contractors including the failure to perform the Client’s obligations under this Agreement; (b) any consequences arising from Beans complying with the Client’s instructions or requirements; or (c) any consequences arising from the Client failing to correctly to enter information into the Client Platforms.
10.5 The charges set out under Clause 4 have been calculated on the basis that each Party will exclude and limit its liability as set out in this Agreement and the parties expressly agree that the limitations and exclusions of liability in this Agreement are reasonable.
11. DATA PROTECTION AND CUSTOMER PRIVACY
11.1 Beans will not provide the Client with any Personal Data relating to Customers under this Agreement.
11.2 In the event that any Personal Data relating to Customers is shared under this Agreement the Parties shall do so on the basis that all relevant data protection legislation has been adhered to including (as may be applicable): Customer consent has been obtained; and where required, the Parties have entered into additional agreements which may include a data sharing agreement, standard contractual clauses, the international data transfer agreement (or addendum) or any other framework mandated by the ICO or other relevant supervisory authority.
11.3 The Parties shall operate as independent controllers in relation to the processing of Personal Data. This means that each Party is independently responsible for the Personal Data it processes relating to one another (and Customers in the event that Customer Personal Data is shared).
As may be applicable:
11.4 each Party agrees to undertake to comply with: (i) the GDPR; (ii) the Data Protection Act 2018 in the UK; (iii) any other applicable law relating to the processing, privacy and/or use of Personal Data in relation to the Services; and/or
11.5 each Party agrees to undertake to comply with the California Consumer Privacy Act and any other applicable law relating to the processing, privacy and/or use of personal data, as applicable to either party in relation to the Services.
12. TERMINATION AND SUSPENSION
12.1 Without prejudice to any other rights or remedies which either Party may have, a Party (“Party 1”) may terminate the Agreement or an individual Booking Form with immediate effect on written notice to the other Party (“Party 2”) if:
12.1.1 Party 2 commits a material breach of the terms of this Agreement provided that any remediable breach fails to be remedied by Party 2 within thirty (30) business days of Party 1 being notified of such a breach in writing; or
12.1.2 Party 2 suffers an Insolvency Event or Party 2 suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
12.2 Beans reserves the right to remove the Client from the Marketplace or suspend the Discount immediately in the event that the Client is in material breach of this Agreement.
12.3 Upon termination of this Agreement for any reason, the Client shall immediately cease to use the Services.
12.4 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.
13.1 Neither Party shall be liable to the other for any delay or non-performance of its obligations under this Agreement arising from a Force Majeure Event. In the event of either Party being delayed or prevented from performing its obligations under this Agreement as a result of a Force Majeure Event such party shall: (a) give notice in writing of such delay or prevention to the other party as soon as reasonably possible stating the commencement date and extent of such delay or prevention, the cause thereof and its estimated duration; (b) use all reasonable endeavours to mitigate the effects of such delay or prevention upon the performance of its obligations under this Agreement; and (c) resume performance of its obligations as soon as reasonably possible after the removal of the cause of the delay or prevention. If a Party is prevented from substantially performing its obligations under this Agreement for a period in excess of thirty (30) consecutive days, then the other party may terminate this Agreement on thirty (30) days’ written notice. Nothing in this Clause 13.1 shall exclude or restrict the Client’s obligation to pay the relevant charges set out under Clause 4.
13.2 No variation or modification to the Terms and Conditions or an individual Booking Form shall be valid unless it is in writing and signed by each Party.
13.3 Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that (or any other) right or remedy, nor shall it preclude or restrict any further exercise of that (or any other) right or remedy.
13.4 If any provision of this Agreement (or part of any provision) is or becomes invalid, illegal or unenforceable, it shall be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
13.5 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements (written or oral) relating to the subject matter of this Agreement. Each Party acknowledges that, in entering into this Agreement, it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement.
13.6 Neither party shall, without the prior written consent of the other party, assign, transfer or subcontract this Agreement or all or any of its rights or obligations under this Agreement. However, Beans may assign, transfer, or subcontract this Agreement or all or any of its rights or obligations under this Agreement without the prior written of the Client to: (a) a parent or subsidiary of; (b) an acquirer of all or substantially all of its assets; or (c) a successor by merger.
13.7 Nothing in this Agreement is intended to, or shall be deemed 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).
13.8 Any notice under this Agreement shall be (i) in writing and shall be sent by pre-paid first-class post or recorded delivery post to the other Party at its address set out under a Booking Form, or such other address as may have been notified by that Party for such purposes, or (ii) sent by email to the other Party’s email address as may have been notified by that Party for such purposes. A notice delivered by hand shall be deemed received when delivered (or if delivery is not in business hours, at 9am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed received at the time of transmission.
14. GOVERNING LAW AND JURISDICTION
14.1 Subject to which entity is named on a Booking Form, the following governing law and exclusive jurisdiction shall apply to any dispute or claim arising out of it on in connection with the Agreement:
The Beans Group Limited or unspecified: The laws of England and Wales and the courts of England and Wales.
The Beans Group, Inc: The laws of the state of New York (without regard to its conflicts of laws rules) and New York courts.
StudentBeans Pty Ltd: The laws of New South Wales, Australia and the courts of New South Wales.