Codility Terms of Service

Last updated on 20 August 2024

1. Information About Us

1. codility.com (“Site”) is a website operated by Codility Limited (“Codility”, “we”, “our” or “us”), a company registered in England and Wales under company number 07048726 whose registered address is at 9th Floor, 107 Cheapside, London, United Kingdom EC2V 6DN.
2. The Parties agree that these terms of service (the “Terms”) shall set out the terms and conditions upon which you may access and use the Services and, together with any additional terms, conditions, documents, policies and agreements incorporated herein, comprise the agreement between Codility and you or the entity you represent (“you” or “your”) as to the Services (the “Agreement“)
3. Please read these Terms carefully before using the Services. By accessing, browsing or otherwise using the Site or the Services:
   1. you acknowledge that you have read, understood and agree to be bound by these Terms
      whether on your own behalf (where you are acting as an individual) or on behalf of the company, business or organisation you represent; and
   2. you acknowledge that you have read, understood, and agree to be bound by the Agreement. If you do not agree to follow and be bound by these Terms, you may not access, browse or otherwise use the Site or the Services.

2. Definitions

1. In these Terms, unless the context requires otherwise, the following terms shall have the meanings set out opposite them: “Affiliate” means (a) any persons or entities that, now or in the future, directly or indirectly, control, are controlled by, or are under common control with the subject entity, or (b) any persons or entities that are acquired, managed, or operated by either Party, whether by membership, stock ownership, joint operating agreement, or other substantial relationship. “Candidate” means an individual that you invite and provide with access to the Services to participate in a Test Session, Live Session or Event Session, as the case may be. “Candidate Terms of Service” means the terms of service found on the Site, which Candidates will be required to accept before using the Services. “Customer Data” means all data, reports, information or other materials uploaded or created by you, or your Users or Candidates, on or through your or their use of the Services. “Fees” means the amount payable by you to us in consideration for the Services, as stated during signup on the Site or in the Order Form. “Initial Term” means the initial term of the Agreement set out in the Order Form or during signup on the Site. “Invitation” means an invitation made by you to a Candidate to participate in a Test Session, Live Session or Event Session, as the case may be, which shall be purchased by you in the quantity set out in the Order Form. “Order Form”​ means a binding sales order form executed by you and Codility and incorporating the Agreement. In the event of any new or different terms in the Order Form, such new or different terms shall supersede any inconsistent terms in the Agreement, but only to the extent of the inconsistency. “Parties” means Codility and you, being the parties to the Agreement. “Renewal Term” has the meaning given to such term in Section 11.2 of these Terms. “Services”​ means the subscription services ordered by you under an Order Form and which is made available to you by Codility “Term”​ means the period of time made up of the Initial Term and any Renewal Period referred to in Section 11 of these Terms. “Test Session”​ means a software coding test, offered as part of the Services, which may be taken by a Candidate as part of your recruitment of engineers and/or software developers. “User” means an individual authorised by you to use the Services, and to whom you have provide access to the Site with such individual having a registered account which contains a user identification name and password.

3. Modifications

1. We reserve the right to make modifications, deletions and/or additions to the Agreement (“Changes”), where such Changes shall not impact on your use of the Services, at any time without providing notice to you.
2. However, if we decide to make any Changes which may impact your use of the Services, we will provide you with notice of such Changes either through the Services’ user interface or by email to the email address on your Order Form.
3. Changes described in Section 3.2 above will be effective: (i) thirty (30) days after we provide notice of the Changes; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of the Agreement incorporating the Changes, whichever comes first.

4. Other Agreements

1. Our Privacy Policy, found at Privacy Policy, is hereby incorporated into these Terms. Please read this notice carefully for details relating to the collection, use, and disclosure of your personal information.
2. Our Cookie Policy, found at Cookie Policy, is hereby incorporated into these Terms. Please read this notice carefully for details relating to the use of cookies on the Site.
3. Our Data Processing Agreement, found at Data Processing Agreement(.pdf), is hereby incorporated into these Terms. The Data Processing Agreement sets forth the rights and obligations of the Parties with respect to the processing of personal data from the European Union. To the extent that Codility processes any personal information that is subject to the General Data Protection Regulation on your behalf in the provision of the Services hereunder, the terms of the Data Processing Agreement, which are hereby incorporated by reference, shall apply.
4. Our Support and Service Level Agreement, found at
   Support and Service Level Agreement(.pdf), is hereby incorporated into these Terms. The Support and Service Level Agreement sets out the terms and conditions governing the service levels relating to your use of the Services and Codility’s obligation to provide support for you in respect of the Services.

5. Reservation of Rights

1. Codility and its Affiliates, third party suppliers and partners hereby reserve all rights in and to the Services, the Site, any support services, and any underlying or related software for all of the foregoing.
2. Nothing in the Agreement will be deemed to grant any license therein other than to access and use the Services as specified in an applicable Order Form and to receive the maintenance and support services set out in our Support and Service Level Agreement.

6. Customer’s Obligations

1. You are only entitled to access the Services in accordance with these Terms and you will not, and where applicable will not allow anyone else to:
   1. sell, transfer or sub-license your access to the Services;
   2. decompile, disassemble, reverse engineer, reverse assemble, analyze or otherwise examine, prepare derivative works of, modify, or attempt to derive source code from any portion of the Services, in any form of media or by any means;
   3. intentionally interfere with or damage the operation of the Services or any other person’s enjoyment of the Services, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code;
   4. use the Services to communicate any message or material that is harassing, libellous, threatening, obscene, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. Although Codility and its Affiliates, third party suppliers and partners are not responsible for any such communications, Codility and its Affiliates, third party suppliers and partners may delete any such communications of which they become aware, at any time without notice;
   5. share User accounts among multiple employees or agents. Should you need accommodation for more Users than the current limit per the Order Form, please contact [email protected].
2. At all times while using the Services, you:
   1. must comply with all applicable laws, rules and regulations in connection with your use of the Services and the Agreement, including without limitation all employment laws;
   2. are responsible for ensuring that you have the necessary licenses, consents, rights and permissions needed to comply with these Terms;
   3. are responsible for safeguarding any password given to you to access the Services and must prevent any unauthorised use of these details. If you believe an unauthorised person has access to the Services, you agree to notify us as soon as possible by e-mail to [email protected].

7. Data Rights and License Grant

1. Subject to the terms and conditions of the Agreement, you agree to and hereby grant to Codility a non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable license to use, reproduce, copy, modify, make derivative works of, distribute, and otherwise exploit Non-Personally Identifiable Data solely for the purposes of:
   1. providing the Services to you; and
   2. developing, enhancing and supporting the Services and improving its functionality (including through third party providers and contractors who help us provide the Services)
2. You will retain all rights to Customer Data or other materials uploaded or created by you on or through the Services (“Customer Content”). By submitting, posting or displaying Customer Data and/or Customer Content on or through the Services which are intended to be made available to Users or Candidates, you grant Codility a worldwide, non-exclusive, royalty-free license to reproduce, adapt, modify, publish and distribute such Customer Data and/or Customer Content solely in conjunction with the Services for the purpose of performing Codility’s obligations under the Agreement. You represent and warrant that you has all rights, power and authority necessary to grant the rights granted herein to any such Customer Data and/or Customer Content

8. Service and Support

In addition to the terms and conditions specified in our Support and Service Level Agreement, Codility’s obligations to provide support to you are subject to the following:

1. You shall reasonably assist Codility to duplicate and resolve errors;
2. You shall document and promptly report to Codility all encountered errors or malfunctions related to Codility; and
3. You shall use reasonable efforts to carry out procedures to resolve errors or malfunctions within a reasonable time after such procedures have been communicated to you by Codility or by a third party acting on Codility’s behalf.
4. You shall be entitled to five (5) test creations per month if serviced by digital customer success, or ten (10) test creations per month if you have opted for premium customer success, which is available via [email protected].

9. Test Sessions, Live Sessions and Event Sessions

1. In connection with the Services, we may provide access to functionality which allows for:
   1. real-time audio and/or video communication test sessions with Candidates (“Live Sessions”); and
   2. the hosting of events by you to which Candidates, in any number up to the Invitation limit set out in the Order Form, can be invited to participate in Test Sessions (“Event Sessions”).
2. With regards to Live Sessions and Event Sessions:
   1. such sessions will only be enabled to the extent both participants expressly agree to participate in the session;
   2. Provided that you grant such access, you hereby agree (i) to use the functionality of such session in compliance with all applicable laws and (ii) that such functionality is subject in all ways to the terms and conditions governing the Services in these Terms, including, without limitation, the obligations in Section 6, which shall apply to all audio and/or video content that may be transmitted through the Services in using such functionality.
3. In the case of Live Sessions, you agree not to use any third-party functionality, devices, software or other techniques to record, transcribe or otherwise create a record of Live Sessions (including, without limitation, images captures), other than routine notes taken using pen/pencil and paper or standard word processing software.
4. Notwithstanding the foregoing, to the extent another User records, transcribe or otherwise captures a record a Live Session in violation of the following sense, you hereby agree that Codility has no liability in respect thereof, and your sole recourse is against the other User. You hereby consent to the capture of your likeness, surroundings, and audio originating from your audio/video capture devices to the extent necessary for us and our third-party partners to provide the Live Session functionality to you.

10. Named Users and Invitations

1. Customer may designate the number of Users as specified in an applicable Order Form to access and use the Services subject to the restrictions in these Terms.
2. Users each receive the right to send the number of Invitations specified in an applicable Order Form.
3. Additional Invitations may be purchased for additional fees, and unused Invitations expire upon expiration or termination of an applicable Order Form.
4. The Parties hereby agree that:
   1. Invitations shall only be available for use in the amount, and for the product, specified on your Order Form, and are non-transferable between Test Sessions, Live Sessions and Event Sessions. For example, an Invitation purchased for a Live Session may only be used for a Live Session, and may not be used for a Test Session or Event Session; and
   2. Invitations must be used by you during the Term. Any Invitations not used during the Term shall expire at the date of expiration or termination of the Agreement.

11. Term and Termination

1. Unless otherwise terminated in accordance with the termination rights set out in these Terms, the Agreement shall commence upon the subscription start date set out on the Order Form and remain in full force and effect for the Initial Term.
2. The Agreement shall automatically renew for successive periods of twelve (12) months (each a “Renewal Term“) upon the expiration of the Initial Term or a Renewal Term, as the case may be, unless either Party provides written notice to the other at least sixty (60) days prior to the date of expiration of the Initial Term or a Renewal Term, as the case may be, that they do not wish to renew the Agreement.
   1. Special Provisions for Self-Service Customers
      For customers who subscribe to Codility’s services through our self-service option and select subscription terms shorter than 12 months (“Self-Service Customers”), the following provisions apply:
      • Subscription Term: Self-Service Customers may select their Initial Term from the options available at the time of subscription via the Site. The specific duration of the Initial Term shall be as selected by the customer during the signup process.
      • Non-Renewal: The Agreement for Self-Service Customers will be automatically renewed for subsequent terms equal to the Initial Term selected by the customer during the signup process. If Self-Service Customers wish to discontinue the automatic renewal and end the Agreement, they must actively unsubscribe through the Site or provide written notice to Codility in accordance with the termination provisions outlined in these Terms of Service.
3. Either Party may terminate the Agreement upon thirty (30) days’ prior written notice if the other Party is in material breach of the Agreement and the breaching Party fails to remedy the breach within the 30-day notice period. Any written notice under this Section must specify in reasonable detail the nature of the alleged material breach.
4. In the event of the bankruptcy, insolvency, liquidation, winding up, reorganization, protection or relief of either Party under any law of any jurisdiction, or upon issuance of any order for relief or the appointment of a receiver, trustee, or other similar official for such Party, the other Party may thereupon terminate this Agreement upon written notice to the first Party, without prejudice to any right or remedy that such other Party may have.
5. On termination of the Agreement, you shall cease using the Services and Codility will be relieved from any further obligation to provide the Services to you. In the event of you terminating the Agreement under Section 11.3 above, you shall be relieved of any payment obligation under the Agreement except for the Services delivered prior to the date of termination, and Codility will refund the portion of any pre-paid Fees attributable to Services not yet rendered as of the date of termination.
6. On termination of the Agreement for any reason, Sections 1 (Definitions), 6 (Customer’s Obligations), 12 (Fees, Price and Payment), 13 (Acceptable Use), 14 (Limitation of Liability), 15 (Indemnification), 17 (Feedback and Publicity), 18 (Confidentiality) and Sections 19 – 23 of these Terms, as well as the following subsections of Section 11 (Term and Termination): 11.1, 11.3 and 11.4, shall all continue in full force.

12. Fees, Price and Payment

1. In consideration for the provision of the Services by Codility to you, you shall pay Codility the fees specified on your Order Form (the “Fees”).
2. Unless otherwise indicated in your Order Form, Codility shall invoice you in advance for all Fees, and except as provided under Section 11.5 above, Fees are non-refundable and not subject to apportionment by you.
3. Unless otherwise specified in your Order Form, Fees are due and payable thirty (30) days from the date of invoice. All late payments of Fees which are not reasonably disputed shall bear interest at the lesser of the rate of 1.0% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly.
4. In addition to all other remedies available under the Agreement or at law which Codility does not waive by the exercise of any rights hereunder, Codility shall be entitled to suspend the provision of the Services in the event that you fail to pay any undisputed amounts/Fees when due hereunder and such failure continues for fifteen (15) days following written notice thereof.
5. All payments must be made in either Euros (€), Great British Pound (£) or U.S. Dollars ($).
6. The terms and conditions of the Agreement shall take precedence over inconsistent terms and conditions contained in any corresponding purchase order issued by you (“PO”), and additional terms and conditions contained in a PO will be of no force or effect.
7. The Fees are exclusive of all taxes, levies or duties of any nature, including but not limited to sales tax, value-added tax (VAT), use or withholding taxes, and any other taxes (“Applicable Taxes”), unless otherwise stated. You may be charged, and are solely responsible for, paying all Applicable Taxes.
8. Codility reserves the right to unilaterally determine and modify its overall pricing for the services it provides to its customers without any prior notice to you. However, Codility will provide notice to you after any decision is taken to make such modification. Where an Order Form is in effect, pricing shall remain as agreed for the term specified in such Order Form.
9. In addition, Codility reserves the right to increase the Fees at the beginning of any Renewal Term, provided that you have been given written notice of such increase at least 90 days prior to the date the proposed increase is to take effect.

13. Acceptable Use

1. You must ensure that the Services is not used to distribute in any way (including by your use, creation, provision or posting such Content on the Site and/or the Services) Content that may:
   1. infringe any copyright, database right, trademark or other third party right of any kind, deceive or harass any person, or promote any illegal activity, or permit any third party to do so;
   2. be an advertisement or marketing content or solicitations of business, or any Content of a commercial nature; or
   3. be used to impersonate any person, misrepresent identity, or give the impression that they emanate from Codility, if this is not the case.
2. We shall have the right to immediately remove any Content described in this Section 13 from the Site without notice to you.
3. We may investigate an allegation that any Content does not conform to these Terms and may determine in good faith and in our sole discretion whether to remove such Content, which we reserve the right to do at any time.

14. Limitation of Liability

1. Except as otherwise specified in the Agreement, the Services and any third-party, media, software, services, or applications made available in conjunction with or through the Services are provided “as is”. Except as otherwise specified in the Agreement and except as prohibited by applicable law, Codility, its Affiliates and its suppliers and partners, disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade. Codility, its Affiliates and its suppliers and partners, do not warrant that the features contained in the Services will be uninterrupted, error-free or free of harmful components, or that any content, including Your content, will be secure or not otherwise lost or damaged. Furthermore, Codility, its Affiliates and its suppliers and partners do not warrant the accuracy or completeness of the information, text, graphics, links or other information contained in the Services. Some jurisdictions do not allow limitations on implied warranties, so the above limitations may not apply to You.
2. Notwithstanding anything to the contrary set out in the Agreement, other than for losses caused by gross negligence, wilful misconduct or a breach of either (i) Section 18 (Confidentiality) or (ii) any non-disclosure or confidentiality agreement in place between the Parties, each Party’s maximum aggregate liability related to or in connection with the Agreement will be limited to the total amount payable by You to Codility pursuant to the Agreement for the twelve (12) month period prior to the date the cause of action first arose.
3. Neither Party (nor their Affiliates) will be liable to the other for any:
   1. special, indirect, incidental, punitive, consequential, or exemplary damages; or
   2. any lost revenue, lost profits, replacement goods, loss of technology, rights or services, loss of data, or interruption of business, even if the other has been advised of the possibility of such damages, whether under any theory of contract, tort (including negligence), strict liability, or otherwise.

15. Indemnification

1. Codility shall indemnify, defend (or settle), and hold you harmless from and against all Losses arising out of or related to any third party claim that alleges that the Services infringe any copyright, trade secret, patent or trademark, or any other intellectual property right (“Intellectual Property”) of any third party brought against you. You shall provide Codility with: (i) prompt written notice of such claim; (ii) control over the defence and settlement of such claim; and (iii) proper and full information and assistance to settle and/or defend any such claim. The foregoing provisions states the entire liability of Codility, and your sole remedy, with respect to any actual or alleged claim of infringement or misappropriation of the Intellectual Property of any third-party.
2. You shall indemnify, defend and hold Codility and its Affiliates harmless from and against any and all losses, damages, claims, liabilities or expenses, including without limitation reasonable lawyer’s fees and disbursements (“Losses”) arising out of or related to any third party claim that:
   1. any Customer Data and/or any Customer Content infringe the Intellectual Property of any third party; or
   2. your use of the Services or Site, or your Candidates’ use of the Services or Site, infringes the Intellectual Property of any third party, only to the extent that such infringement or alleged infringement is based on any misuse, unauthorized modification, or other unauthorized change to the Services or the Site made by Customer.

16. Data Privacy

We will hold and process any data provided by you in accordance with our Privacy Policy and Data Processing Agreement, both of which are incorporated herein as per Section 4 of these Terms.

17. Feedback and Publicity

1. We welcome comments, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Services (“Feedback”) from you. You agree to assign and hereby do assign to us all right, title and interest in and to such Feedback and agree that we may freely utilise such Feedback without compensation or attribution to you.
2. We have the right, only upon receipt of your prior written consent (email being sufficient), to use your company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject always to your standard trademark usage guidelines as provided to us from time to time. If you have provided this consent but wish at any time to withdraw same, you may do so by sending an email to either [email protected], or the member of the Codility team listed on the Order Form.

18. Confidentiality

1. In this Section, the following terms shall have the meanings set out opposite them:
   1. “Confidential Information” means any technical or non-technical information related to the past, current or proposed operations, products, technology, services or business that one Party (the “Disclosing Party”) discloses or otherwise makes available in any manner to the other Party (the “Receiving Party”), or to which the Receiving Party may gain access in the performance of its obligations or the exercise of its rights hereunder, whether such information is disclosed orally, visually or in writing, and whether or not bearing any legend or marking indicating that such information or data is confidential. This includes, without limitation:
      • all confidential or proprietary information relating to (i) the business, assets, affairs, customers, clients, suppliers, marketing plans or intentions and strategies of the Disclosing Party or its group companies and (ii) the operations, processes, product information, know-how, technical information, financial and commercial information, designs, trade secrets, technology or software of the Disclosing Party, or of any of its group companies;
      • any information, findings, data, compilations, studies, analyses or other materials derived from Confidential Information;
      • information received from third parties acting in cooperation with, or under obligation to, the Disclosing Party;
      • the terms of the Agreement; and
      • any other information that is identified as being of a confidential or proprietary nature, and
   2. “Permitted Disclosees”, with regards to each Party and its group companies, means:
      • its directors, officers, Affiliates, employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of the Agreement;
      • its professional advisers or consultants (including legal, tax, financial and accounting advisers) who are engaged to advise that Party and/or any member of its group in connection with the purpose of the Agreement;
      • its contractors and sub-contractors engaged by that Party in connection with the purpose of the Agreement; and
      • any other person to whom the other party agrees in writing that Confidential Information may be disclosed in connection with the purpose of the Agreement, in each case where such party is subject to confidentiality obligations that are no less onerous than those set out in the Agreement.
2. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by these Terms.
3. Unless expressly permitted by the Agreement, the Receiving Party will not disclose the Confidential Information of the Disclosing Party to any third party, except to its Permitted Disclosees.
4. The Receiving Party shall take reasonable measures to protect the secrecy of and avoid disclosure and/or unauthorized use of the Disclosing Party’s Confidential Information.
5. Without limiting the foregoing, the Receiving Party will protect the Disclosing Party’s Confidential Information from disclosure and/or unauthorized use in the same manner as the Receiving Party protects its own confidential or proprietary information of similar type and importance.
6. Confidential Information shall not include any information the Receiving Party can document:
   1. was already lawfully known by the Receiving Party at the time of disclosure by the Disclosing Party;
   2. was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions;
   3. is, or through no fault of the Receiving Party has become, generally available to the public; or
   4. was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information.
7. Confidential Information shall not include any information the Receiving Party can document:
   1. approved in writing by the Disclosing Party; or
   2. required to be disclosed by the Receiving Party or its Permitted Disclosees pursuant to applicable law, regulation, statutory obligation, the order of a court of competent jurisdiction or requested by a competent governmental or regulatory body, listing authority or stock exchange, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.
8. The Receiving Party will, at Disclosing Party’s option, either return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party or the termination of this Agreement, whichever comes first.
9. In addition, if requested by the Disclosing Party, the Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this Section.
10. Nothing in this Section shall require the Receiving Party (and/or its Permitted Disclosees) to return or destroy any documents and materials containing or based on Confidential Information that the Receving Party (and/or its Permitted Disclosees):
    1. is required to retain in order to comply with applicable law, regulation, court order or to satisfy the requirements of a regulatory authority or body of competent jurisdiction or the rules of any listing authority or stock exchange to which it is subject;
    2. is required to retain in order to comply with its bona fide document retention policies; or
    3. which is stored in back-up or archive systems, provided however that any such retained information is kept confidential in accordance with the terms of this Section.

19. Notices

You must give all notices under these Terms to us at [email protected]. We may give notice to you at an e-mail or postal address you provide to us, by posting a notice on the Site, or in any other way we deem appropriate. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Notice will be deemed served and received immediately (i) when posted on the Services; (ii) 24 hours after an e-mail is sent; or (iii) three days after posting a letter.

20. Entire Agreement

The Agreement represents the entire agreement between the Parties as to the subject matter hereof and sets forth the entire terms and conditions under which the Agreement will be performed. There are no other agreements, oral or written, with respect to the subject matter of the Agreement, and all oral and written correspondence relating to the subject matter hereof is superseded by the Agreement.

21. Assignment

Neither party may assign its rights or delegate its duties under the Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of the other party, except that a party shall have the right to assign the Agreement in whole as part of a corporate reorganisation, consolidation, merger, or sale of substantially all of its assets on notice to the other party, provided that such assignee is not a competitor of the non-assigning party and has the ability to assume the rights and obligations of the assigning party hereunder. Any attempted assignment or delegation in violation of this Section 21 will be void. The Agreement shall be binding on, and shall indure to the benefit of, the Parties and their respective successors and permitted assigns.

22. Waiver

The failure of us to enforce any provision of these Terms shall not be deemed a waiver of such provision nor the right to enforce such provision. Furthermore, any waiver of any provision of these Terms by any party will be effective only if in writing and signed by a party.

23. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales. Each party submits to the exclusive jurisdiction of the courts of England and Wales.