Terms & conditions
for Payment Portal
This Agreement must be signed by an authorised representative of the Customer. By signing this document you are confirming that you are eligible to sign for and on behalf of the customer.
Where the Customer transmits a signed copy of this Agreement to Voice Connect Ltd by facsimile or electronic mail the Customer acknowledges that where Voice Connect Ltd agree to sign the faxed or mailed Agreement this will be binding upon both parties as if the faxed or mailed Agreement contained the Customer’s original manual signature. Both parties further agree that for all purposes, filings or proceedings relating to this Agreement, any such faxed or mailed agreement bearing a Voice Connect Ltd original manual signature will constitute the executed Agreement. No amendment or alteration to this Agreement made by the Customer whether made by hand, typed or otherwise will be valid unless separately and expressly agreed in writing by Voice Connect Ltd.
2. DEFINITIONS USED IN THIS AGREEMENT
2.1. In this Agreement the following words and expressions shall (unless the context otherwise requires) have the following meanings:-
2.1.1. Agreement means this agreement together with the attached registration form and Appendices.
2.1.2. Agreed Territories means territories which use as their currency pounds sterling.
2.1.3. Appendix means any appendix as set out in the registration form which forms part of this Agreement.
2.1.4. Bank Charges means the charges levied by the Merchant Acquiring Bank for credit and debit card transactions and refunds.
2.1.5. Bank System means the banking system operated by any approved bank, financial institution or other body.
2.1.6. Card means credit, debit, smart or other charge or pre-paid cards.
2.1.7. Charges means all charges as set out in the registration form and any charges set out in any Appendix.
2.1.8. Codes of Practice means all codes of practice, rules of procedure, guidelines, directions, scheme rules and other requirements issued by the Bank System as may be specified from time to time as being applicable to the Services and the use thereof by the Customer.
2.1.9. Commencement Date means the date of this Agreement as set out in the registration form.
2.1.10. PSP means Payment Service Provider.
2.1.11. Main Supplier means the supplier of PSP Services to Voice Connect Ltd.
2.1.12. Customer means the second party to this Agreement with Voice Connect Ltd
2.1.13. Customer Account means the information provided by the Customer including the Merchant Information, Account Information and/or requirements, such information to be provided to Voice Connect Ltd in a form to be agreed between the parties.
2.1.14. CVV, CVV2 or CVC2 means, but not exclusively, the security digits encoded on the Card, printed on the Card signature strip or appearing elsewhere on the Card.
2.1.15. Data Protection Act means the Data Protection Act 1998 or any materially similar act which may operate in the Agreed Territories.
2.1.16. Intellectual Property means all copyright, design rights, database rights, trademarks, trade names, confidential information, service marks, domain name rights, patents, know-how and all other intellectual property rights, whether registered, register-able or not and both present and future.
2.1.17. Voice Connect Ltd means Voice Connect Ltd, a company registered in the UK with the registration number 02689638.
2.1.18. Merchant Account means the merchant account facility agreed between the Customer and the Merchant Acquiring Bank.
2.1.19. Merchant Acquiring Bank means the bank with which the Customer holds a Merchant Account
2.1.20. Merchant ID means the identity number associated with the Merchant Account as notified to the Customer by the Merchant Acquiring Bank.
2.1.21. Minimum Monthly Charge means the minimum charge to be paid by the Customer to Voice Connect Ltd per month in respect of the PSP Charges as set out in the Payment Portal Registration Form.
2.1.22. Offering means the goods and/or services offered to the Service User by the Customer for which payment is made using the PSP Service.
2.1.23. PSP Charges means the charges levied by Voice Connect Ltd for the provision of the PSP Service to the Customer as set out in the registration form.
2.1.24. PSP Service means the enabling of the processing of Card Transactions provided by Main Supplier such services to include but not be limited to: accepting authorisation requests for Card Transactions from the Terminals; the authorisation of Card payments via the Merchant Acquiring Bank; following authorisation, passing an appropriate message back to the requesting Terminal and submitting the settlement file of authorised Card payments to the Merchant Acquiring Bank.
2.1.25. Public System means the telecommunications system run by a public telecommunications operator or Internet service provider which may be accessed by GSM Data, ISDN, lP, analogue line or other transmission type.
2.1.26. Refund means a Transaction Amount that is refunded to the Service User by the Customer either via WebMIS or by written request to Voice Connect Ltd who will process the refund manually.
2.1.27. Security Deposit means an amount which may be required by Voice Connect Ltd as set out in the registration form.
2.1.28. Service User means the purchaser of the Offering.
2.1.29. Service means the service offered by the Customer which uses the PSP Services of Voice Connect Ltd
2.1.30. Services mean the PSP Service and any further services and or products as set out in any Appendix.
2.1.31. Service Live Date means the date on which the Service starts transmitting Transactions to the PSP Service.
2.1.32. Terminal means the machine, terminal or other device owned, rented, leased, manufactured, produced or assembled by the Customer which is used to make the Offering to the Service User and to access the PSP Service or where the PSP Service is accessed via a central server or location then each machine, terminal or other device with access to the PSP Service via the central server or location.
2.1.33. Terminal Information means the information relating to Terminal provided by the Customer to Voice Connect Ltd in a format to be agreed.
2.1.34. Terminal Live Date means the date on which the Terminal starts transmitting Transactions to the PSP Service.
2.1.35. Track 2 Information means the credit or debit card information held on the Card, typically on the computer chip or the magnetic stripe.
2.1.36. Transaction means each individual payment authorisation and/or settlement processed by the PSP Service.
2.1.37. Transaction Amount means the amount charged by the Customer to the Service User for the Offering.
2.2. Reference to any statute, licence or other regulation includes a reference to that statute, licence or regulation as re-enacted or amended from time to time.
2.3. Where the context so admits words denoting the masculine gender shall include the feminine or the neuter and vice versa and words denoting the singular shall denote the plural and vice versa.
2.4. The Clause headings are for the purpose of reference only and do not form part of this Agreement, nor do they affect the validity or enforceability of this Agreement.
2.5. “Best Endeavours” and “Reasonable Endeavours” whenever used in this Agreement mean all efforts that would customarily be employed by a party of the size and having characteristics equivalent to those of the relevant party in the industry under such circumstances to remedy a problem, including the expenditure of reasonable funds, time and resources. Neither term is intended in the sense sometimes applied by local courts of law to require extraordinary expense or resources, beyond the levels that a reasonable business enterprise, of the size and having characteristics equivalent to those of the relevant party, would in comparable situations be expected to pursue.
3.1. This Agreement, unless otherwise stated in the Payment Portal Registration Form, shall commence on the Commencement Date and (subject to earlier termination in the manner hereinafter provided) shall continue in force for 1 (one) year (“the Initial Term”). Thereafter where this Agreement has not been ceased under Clause 13 the Agreement shall be automatically renewed for a period of a further 12 months on each anniversary of the Commencement Date.
4. CUSTOMER OBLIGATIONS
The Customer shall do the following.
4.1. At all times throughout the duration of this Agreement ensure that all publicity, signage and/or promotional material issued by the Customer in respect of or in connection with the PSP Service comply in all respects with the Codes of Practice. The Customer shall not in any publicity or other promotional activity state or imply any approval by Voice Connect Ltd of any Offering in anyway without the prior written approval of a duly authorised officer of Voice Connect Ltd which shall not be unreasonably withheld.
4.2. Ensure that before the Offering is made available to the Service User that all such rights, authorisations, licences, exemptions, consents and permissions have been obtained or granted and all such requirements of law or of any other competent authority or public body have been complied with as are necessary or prudent in connection with the provision of the PSP Service and shall at all times throughout the duration of this Agreement maintain in full force and effect all such rights, authorisations, licences, consents and permissions and comply with all such requirements.
4.3. Use best endeavours to provide to Voice Connect Ltd such assistance and/or information as Voice Connect Ltd may from time to time reasonably demand in order to comply with all or any requirements and conditions at any time and from time to time imposed by law in the UK or the Agreed Territory or by any act of Parliament or by any other competent authority or public body which are or may be applicable to or affect the Services.
4.4. Give Voice Connect Ltd at least 30 days written notice where the Customer is a group company and wishes to assign or transfer this Agreement to another company within the same group.
4.5. Subject to Clause 4.4, not at any time assign, transfer, sub-let or sub-contract this Agreement or any part thereof to any other person without obtaining written consent from Voice Connect Ltd, such consent not to be unreasonably withheld.
4.6. Undertake not to disconnect or interfere with the operation of the PSP Service except where explicitly agreed in writing between the parties and to use its best endeavours to prevent such disconnection or interference by the Customer or a third party.
4.7. Report to Voice Connect Ltd any abuse or threatened abuse or loss of the PSP Service or any factors affecting the performance of the PSP Service as soon as practicable after they become aware of such abuse, loss or performance factors.
4.8. Ensure that only the sale of those services and/or products as agreed with Voice Connect Ltd and as documented in the Customer Account Information will take place. Voice Connect Ltd reserves the right to treat any breach of this clause as a material breach for the purpose of this Agreement.
4.9. Be responsible for the PSP Charges from the Service Live Date irrespective of the fact that Voice Connect Ltd is unable or prevented or hindered in providing the PSP Service in any way as a result of the Customer’s breach of its obligations as set out in this Agreement or its failure to maintain the Terminals or any other factors beyond the control of Voice Connect Ltd.
4.10. In the event of a dispute over an invoice under Clause 6.8 supply Voice Connect Ltd with any information and/or documentation as Voice Connect Ltd should reasonably request within 2 working days.
4.11. Not use the PSP Service in any manner whatsoever which constitutes a violation of any law or regulation or which may cause Voice Connect Ltd to be subject to any investigation, prosecution or legal action. Voice Connect Ltd reserves the right to terminate this Agreement with immediate effect in the event that this clause is subject to a breach by the Customer.
5. VOICE CONNECT LTD’S OBLIGATIONS
Voice Connect Ltd shall do the following.
5.1. On and from the Commencement Date use all reasonable endeavours to provide and maintain the PSP Service in the Agreed Territories 24 hours in every day on every day of the year, but Voice Connect Ltd shall not be liable for any failure to provide or maintain the PSP Service in such manner where this arises from a technical or other failure of the Public System, the Bank System or any product or service supplied by the Customer or by a third party. Voice Connect Ltd does not warrant that the PSP Service, the Bank System or the Public System will be fault free or free of interruptions.
5.2. Have the right from time to time to improve or alter the PSP Service as it deems appropriate provided such changes do not materially change the nature of the PSP Services. Voice Connect Ltd shall use all reasonable endeavours to inform the Customer prior to the changes being made.
5.3. Use best endeavours to provide such assistance and/or information as the Customer may from time to time reasonably demand in order to comply with all or any requirements and conditions at any time and from time to time imposed by law in the UK or the country in which the Service is used or by any act of Parliament or by any other competent authority or public body, which are or may be applicable to, or affect the Service.
5.4. Report to the Customer any abuse or threatened abuse or loss of the PSP Service or any factors affecting the performance of the PSP Service as soon as practicable after Voice Connect Ltd becomes aware of such abuse, loss or performance factors.
6. FINANCIAL PROVISIONS
6.1. The Customer is responsible for
6.1.1. The setup of the Merchant Account with the Merchant Acquiring Bank; and
6.1.2. Any and all setup and Bank Charges associated with the Merchant Account.
6.2. Voice Connect Ltd cannot guarantee that the chosen Merchant Acquiring Bank can accept Transactions via the PSP Service. Voice Connect Ltd reserves the right to charge the Customer an additional development fee to cover costs in the event that the Merchant Acquiring Bank requires Voice Connect Ltd to complete an accreditation procedure.
6.3. Monthly subscription and set up charges to be payable in advance.
6.4. Charges at Voice Connect Ltd.’s sole discretion. All transaction Charges are invoiced in arrears unless explicitly stated elsewhere in this Agreement or in any Appendix.
6.5. Voice Connect Ltd reserves the right to require the Customer to pay a Minimum Monthly Charge. Where the sum (excluding VAT) of the PSP Charges for any month is less than the Minimum Monthly Charge, the Customer is charged the Minimum Monthly Charge. Payment must be made by Direct Debit.
6.6. Voice Connect Ltd reserves the right to require the Customer to pay a Security Deposit. Any such deposit will be held in a designated interest bearing account. Voice Connect Ltd reserve the right to revise the amount held on Security Deposit at any time. Voice Connect Ltd shall have the right to set off any sums due and owing to it pursuant to this Agreement or any other agreement between the parties against the Security Deposit. Where sums due and owing are offset against the Security Deposit the Customer will supply additional funds to Voice Connect Ltd to restore the Security Deposit to its previous level within 14 days of being informed by Voice Connect Ltd in writing that such additional funds are required.
6.7. Unless stated otherwise all fees, charges and other payments to be made by the Customer under the Agreement are exclusive of VAT and any other relevant taxes. It is the Customer’s responsibility to identify and pay any taxes or charges applied by any statutory or public body in the country and/or state in which the Customer carries on its business and the country and/or state in which the Offering is made.
6.8. If the Customer wishes to dispute the Charges the basis of any such dispute must be sent to Voice Connect Ltd in writing within 15 working days of the Invoice Date. Voice Connect Ltd may request reasonable documentary evidence from the Customer in support of the dispute.
6.9. All payments due to Voice Connect Ltd are due within 15 days of the invoice date and shall be paid in full without any set off, counterclaim, deduction or withholding of any kind. Voice Connect Ltd reserves the right to charge daily interest on any outstanding amounts until payment is received in full at a rate equal to 3% per annum above the base rate of Barclays UK bank as current from time to time, whether before or after judgement until the date actual payment is received.
6.10. Voice Connect Ltd may vary the Charges by giving the Customer 90 days’ notice in writing. Where the Charges are increased under this Clause 6.10 the Customer has the right to terminate this agreement under Clause 13.3.
6.11. Voice Connect Ltd reserves the right to suspend the PSP Service where any amount is outstanding after the invoice due date. Voice Connect Ltd reserves the right to charge interest on any outstanding amount at the rate of 3% above the Barclays Bank UK standard bank base lending rate from the date the amount was due until the date the payment is made.
7. PROPRIETARY RIGHTS
7.1. The Intellectual Property in the PSP Service and any supporting documentation shall remain exclusively owned by Voice Connect Ltd. Nothing in this Agreement shall give the Customer any right, title or interest in the PSP Service and supporting documentation, save as expressly set out in this Agreement.
7.2. This Agreement shall not operate as an assignment to either party of any Intellectual Property Right belonging, or licensed, to the other party and each party shall retain ownership of, or other interest in, any such Intellectual Property Right to which they may be entitled.
7.3. Nothing in this Agreement shall entitle either party to use the other party’s name, logo, trademark or Intellectual Property Right in any way or any context whatsoever without the prior written consent of the other.
7.4. The Customer shall be entitled to a non-exclusive royalty free licence to use the PSP Service for the duration of this Agreement for the purpose only of giving effect to the provisions of this Agreement.
7.5. Voice Connect Ltd reserves the right to assign or sub-contract any of its rights or obligations under this Agreement.
7.6. Both parties will use their best endeavours to ensure that they do nothing that will bring disrepute to the other party’s name or which will affect the other party’s reputation.
7.7. Voice Connect Ltd reserves all rights not expressly granted.
8.1. Neither party shall without the prior consent of the other disclose, publish nor make use of, for its own or any purposes, any Confidential Information concerning the other which may come to its knowledge as a result of the discussions leading to this Agreement or anything done pursuant to it. This provision shall not apply:-
8.1.1. To the disclosure or publication of any Confidential Information to any person having a legal right or
duty to obtain or require such Confidential Information;
8.1.2. Where such Confidential Information has been disclosed or published to the general public (other than
as a result of a previous, unauthorised disclosure, publication or use for its own purpose by either party);
8.1.3. Where the party received the Confidential Information from an independent third party who did not obtains it under an obligation of confidentiality;
8.1.4. Where the Confidential Information is already known to the receiving party prior to the Commencement Date (but, for the avoidance of doubt, this exception shall not apply to any Confidential Information which became known to that party during the course of any previous discussions, negotiations or relationship with the other party);
8.1.5. Is developed by the receiving party at any time independently of the Confidential Information disclosed to it by the other party or by persons who have had no access to or knowledge of such information.
8.2. For the avoidance of doubt Clause 8.1 shall remain in full force and effect whilst this Agreement is in force and for a period of 2 years from the date of termination of this Agreement howsoever caused.
8.3. The provisions set out in this Clause 8 are in addition to (and not in substitution for) all other confidentiality obligations agreed between the parties.
9. DATA PROTECTION ACT
9.1. Both parties shall at all times maintain all necessary registrations under the Data Protection Act where applicable and shall otherwise comply with the terms of the Data Protection Act. Neither party may disclose personal data relating to the Service User to the other party save where the other party can demonstrate to the disclosing party’s satisfaction that the Service User has consented to such disclosure or that the personal data is necessary for the prevention or detection of crime and that non-disclosure would be likely to prejudice such prevention or detection.
9.2. Where any Service User’s personal details are disclosed by one party to the other under Clause 9.1 above, the disclosing party shall not be liable for any loss caused, directly or indirectly to the receiving party, the Customer and/or any Service User by reason of any use, misuse or disclosure, made by the receiving party. The receiving party shall indemnify and hold the disclosing party harmless against any loss whatsoever, howsoever arising from any such use, misuse or disclosure, made by the receiving party of such information whether made (a) negligently or (b) otherwise.
10. CUSTOMER ACKNOWLEDGEMENT
10.1. The Customer acknowledges and agrees that provision of the PSP Service may depend on factors beyond the control of Voice Connect Ltd. including but not limited to factors affecting the operation of the Public System and/or Bank System. Voice Connect Ltd is not obliged to provide the PSP Service where such factors prevent it.
11. FORCE MAJEURE
11.1. Neither party shall be liable to the other party in respect of any breach of this Agreement due to any cause beyond the first party’s reasonable control including but not limited to Act of God, flood, lightning or fire, the act or omission of Government, war, terrorism, riot or congestion or non-operation of the Public System or the Bank System. It is agreed that the Customer’s inability to use the PSP Service by reason of failure of any equipment or services not provided by Voice Connect Ltd shall not relieve it from payment of the PSP Charges except where any break in service is due to a problem with the PSP Service provided by the Main Supplier and/or the Bank System in which case the Customer will not be liable for the PSP Charges during any such break in service.
12.1. No failure or delay by either party in exercising its rights under the Agreement shall be construed as a waiver or release from that right or create a precedent or in any way prejudice any party’s rights under this Agreement.
12.2. Any waiver by either party of any provision of this Agreement shall be limited to the particular breach and shall not operate in any way in respect of any future breach.
12.3. The rights and remedies provided in this Agreement are cumulative and are additional to any rights or remedies provided by law.
13.1. Either party shall have the right at any time forthwith to terminate this Agreement by giving immediate notice to the other party if.-
13.1.1. The other party commits a breach of this Agreement save that where the breach is capable of rectification this Agreement may not be terminated unless the other party fails to remedy the breach within 30 days of receipt of a written notice to do so; or
13.1.2. The other party commits any act of bankruptcy or act of insolvency under the Insolvency Act 1986; or
13.1.3. The other party compounds with any one or more of its creditors or suffers a petition for winding up (other than for reconstruction or amalgamation) or the appointment of a receiver or administrative receiver over all or any part of its assets; or
13.1.4. The other party is disabled from performing its obligations hereunder by reason of force majeure for any continuous period in excess of 60 days; or
13.1.5. Anything analogous to any of the foregoing occurs to the other party under the law of any jurisdiction.
13.2. This Agreement may be terminated at any time by either party if the other party is disabled from performing its obligations hereunder by reason of force majeure for any continuous period in excess of 60 days.
13.3. The Customer may terminate this Agreement where they give Voice Connect Ltd 30 day’s written notice of termination because of an increase in the Charges as provided for in Clause 6.9.
13.4. Where the PSP Service is ceased by the Customer during the Contract Period, other than termination due to Voice Connect Ltd breach, and the Customer pays a fixed price per month then the Customer will be liable to pay this sum from the date of cessation up to the end of the Contract Period.
13.5. Subject to Clause 3.1, either party may, at least three months prior to the completion of the Initial Term or any subsequent anniversary of the Commencement Date, give written notice to the other party that this Agreement is to be terminated on the anniversary of the Commencement Date.
13.6. Termination of this Agreement shall be without prejudice to any rights that either party may have against the other under the terms of this Agreement which have accrued up to the date of termination.
13.7. Where this Agreement is terminated Voice Connect Ltd shall as soon as practicable after the termination date, prevent access to the PSP Service.
13.8. Where this Agreement is terminated (howsoever caused) those provisions of this Agreement capable of surviving termination (including but not limited to Clauses 8 and 15) shall continue in full force and effect.
14. INVALIDITY CLAUSE
14.1. If any provision of the Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part:-
14.1.1. All other provisions of the Agreement not affected by such invalidity or unenforceability shall remain in
full force and effect; and
14.1.2. Both parties will seek to agree a valid and enforceable substitute provision that achieves to the
greatest extent possible the economic legal and commercial objective of the invalid or unenforceable provision.
15. LIMITATION OF LIABILITY
15.1. Subject to Clause 15.6 below and not withstanding any other provision of this Agreement or rule of law or statutory provision Voice Connect Ltd shall not be liable to the Customer by reason of any consequential, indirect or economic loss including but not limited to loss of profits, loss of revenue or loss of business, loss of contracts, loss of goodwill, damage to reputation or loss of anticipated savings, in each case whether foreseeable or not whether sustained by the Customer or another person.
15.2. Neither party shall be liable to the other in respect of any breach of this Agreement caused by revocation or alteration of any licence, permission or authorisation governing the operation of the PSP Service, the Public System or the Bank System from time to time.
15.3. All risks in respect of authorisation and/or settlement of Transactions and Refunds by the Bank System lie with the Customer and/or the relevant financial institution and Voice Connect Ltd shall have absolutely no liability in respect thereof to the Customer except where a Transaction or Refund fails due to Voice Connect Ltd’s negligent act or omission in which case Voice Connect Ltd’s sole liability will be to reprocess the Transaction or Refund.
15.4. Voice Connect Ltd shall not be liable for any costs associated with the acts or omissions of the Customer or any third party.
15.5. Should either party be in breach of this Agreement as a result of the termination or amendment of any third party agreement or specification or by revocation or alteration of any permission or authorisation governing the operation of the PSP Service, the Public System or the Bank System then neither party shall be liable to the other but both parties shall instead use their best endeavours to resolve the breach.
15.6. In no circumstances will Voice Connect Ltd’s liability to the Customer hereunder exceed the sum of the Charges made in the 12 months preceding the date of any claim.
15.7. Voice Connect Ltd does not exclude any liability for:-
15.7.1. Death or personal injury attributable to the negligence of Voice Connect Ltd, its employees or agents; or
15.7.2. Direct physical damage caused to the Customer’s property and attributable to the negligence of Voice Connect Ltd, its employees or agents.
15.7.3. The Customer acknowledges and agrees that Voice Connect Ltd will have no liability in contract or in tort for:
188.8.131.52. The supply to the Service User of the Offering, invoices, receipts or any other information the Service User may require to use or otherwise take the benefit of the Offering;
184.108.40.206. The timeliness, standard, quality and/or suitability of the Offering;
220.127.116.11. Or in respect of any charge, cancellation or dispute relating to the Offering.
15.7.4. The Customer will fully indemnify Voice Connect Ltd against any and all expenses, losses or damages resulting from claims or demands brought by the Service User against Voice Connect Ltd in respect of the Offering. Voice Connect Ltd shall as soon as reasonably possible give notice to the Customer of any such action proceeding, claim or demand and shall not settle or compromise any claim made by a Service User against Voice Connect Ltd without the prior written consent of the Customer which shalt not be unreasonably withheld or delayed.
16. SERVICE OF NOTICE
16.1. Any notice to be served on either of the parties by the other under this Agreement shall be in writing and delivered by hand or by pre-paid first class post to the address on this Agreement (or such other address as the addressee shall have for the time being notified to the party giving notice). Such notice will be marked ‘For the Attention of the Managing Director’.
16.2. Except as set out herein there shall be no right to serve notices or consents by e-mail.
17.1. Nothing in this Agreement shall constitute any partnership between any of the parties or to create any relationship of agency between any of them and none of the parties has authority to bind any of the others in any way, unless expressly stated.
18. THIRD PARTY RIGHTS
18.1. The parties do not intend any third party (other than as expressly provided for herein) to have the right to enforce any provision of this Agreement under the Contracts (Rights of Third Parties) Act 1999 or otherwise. Any rights conferred on any third party hereunder may be altered or extinguished by the written agreement between the parties without the consent of the third party.
19.1. This Agreement and the performance of all obligations hereunder shall be governed by and construed in accordance with English Law and the parties hereto hereby submit to the exclusive jurisdiction of the English Courts.
20.1. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement.