Terms and Conditions

1. Interpretation

1.1 The definitions and rules of interpretation contained in this clause shall apply in the interpretation of the Agreement and these Terms and Conditions, unless expressly stated otherwise.

Agreement: The Software as a Service Agreement entered into by and between Edunation and the Customer; as defined in the Agreement.

Authorised Users: those employees, agents and independent contractors of the Customer as well as students and parents of students, who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2 of these Terms and Conditions.

Business Day: any day, which is not a Friday or Saturday, or public holiday in Jordan.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 9 of these Terms and Conditions.

Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.

Documentation: the document made available to the Customer by the Supplier online via WWW.EDU-NATION.NET or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.

Effective Date: as defined in the Agreement.

Initial Subscription Term: the period described in clause 1 of the Agreement.

Parties or Party: the Parties to the Agreement.

Renewal Period: the period described in clause 7.1 of the Agreement.

Services: the services provided by the Supplier to the Customer under the Agreement and these Terms and Conditions via [WWW.EDU-NATION.NET] or any other website notified to the Customer by the Supplier from time to time, as detailed in Schedule 2 to the Agreement.

SLA: the Service Level Agreement contained in Annex 1 to this Agreement.

Software: the online software applications provided by the Supplier as part of the Services.

Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set out Schedule 1 to the Agreement.

Subscription Term: has the meaning given in clause 7.1 of the Agreement.

Supplier: Edunation, its employees, agents, and whom it authorizes to provide services pursuant to the Agreement and these Terms and Conditions.

User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 6 of the Agreement and clause 2 hereto, which entitle Authorised Users to access and use the Services and the Documentation in accordance with the Agreement and these Terms and Conditions.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of the Agreement and these Terms and Conditions.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) [and that person's legal and personal representatives, successors or permitted assignees].

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established, whether or not incorporated or established.

1.5 Words in the singular shall include the plural and vice versa.

1.6 A reference to one gender shall include a reference to the other genders.

1.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.8 A reference to writing or written includes faxes but not e-mail.

1.9 All references to time in the Agreement and these Terms and Conditions shall be construed in accordance with the Gregorian calendar.

2. User subscriptions

2.1 The Supplier will grant a license to use and make available the Platform to the Customer by setting up an account for the Customer and providing to the Customer the Login details of admin account level for that account as soon as practicable / within [20] Business Days] following the Effective Date. Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3 hereto and clause 6.1 of the Agreement, the restrictions set out in this clause 2 and the other terms and conditions of the Agreement and these Terms and Conditions.

2.2 In relation to the Authorised Users, the Customer undertakes that:

(a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;

(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;

(c) each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than two (2) times a year and that each Authorised User shall keep his password confidential;

(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within ten (10) Business Days of the Supplier’s written request at any time or times;

(e) it shall permit the Supplier to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;

(f) if any of the audits referred to in clause 2.2(e) hereto reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and

(g) if any of the audits referred to in clause 2.2(e) hereto reveal that the Customer has underpaid Subscription Fees to the Supplier, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in Schedule 1 to the Agreement within ten (10) Business Days of the date of the relevant audit.

2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or

(f) causes damage or injury to any person or property;

and the Supplier reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.

2.4 The Customer shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties:

(i) and except to the extent expressly permitted under the Agreement and these Terms and Conditions, attempt to or allow Authorized Users or others to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

(b) access or allow others to access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

(c) use the Services and/or Documentation to provide services to third parties; or

(d) subject to clause 17.1 hereto, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or

(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and

2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.

3. Additional user subscriptions

3.1 Subject to clause 3.2 and clause 3.3 of these Terms and Conditions, the Customer may, from time to time during any Subscription Term, or any Renewal Period thereof, purchase additional User Subscriptions in excess of the number set out in Schedule 1 to the Agreement and the Supplier shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of the Agreement and these Terms and Conditions.

3.2 If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify the Supplier in writing.

3.3 Customer shall, within thirty (30) days of the date of the Supplier’s invoice, pay to the Supplier the relevant fees for such additional User Subscriptions as set out in Schedule 1 to the Agreement and, if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), discount on fees shall be at the Supplier’s sole discretion.

4. Customer data

4.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have the sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

4.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at [WWW.EDU-NATION.NET or such other website address as may be notified to the Customer from time to time], as such document may be amended by the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Supplier shall use its best endeavours to restore as soon as possible the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its [Back-Up Policy]. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up) under the Agreement and/or these Terms and Conditions. The Customer may terminate the Agreement on ten (10) days prior written notice if the lost or damaged Customer Data is not restored by the Supplier within ninety (90) days of such event.

4.3 If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under the Agreement or these Terms and Conditions, the Parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:

(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside Jordan or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under the Agreement and these Terms and Conditions;

(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with the Agreement and these Terms and Conditions on the Customer's behalf;

(c) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

(d) The Supplier shall process the personal data only in accordance with the terms of the Agreement and these Terms and Conditions and any lawful instructions reasonably given by the Customer from time to time; and

(e) Each Party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

5. Third party providers

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from third parties via third-party websites and that it does so solely at its own risk, provided that it is evident that such website content is not related the Supplier. The Supplier makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

6. Supplier's obligations

6.1 The undertaking contained in clause 4 of the Agreement and this clause 6 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform to the foregoing undertaking, the Supplier will, at its sole expense, use its best endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clauses 3 and 4 of the Agreement. Notwithstanding the foregoing, the Supplier:

(a) warrants to use its best endeavours to make sure that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements, except in cases where interruption or error is beyond Supplier’s control or mandate;

(b) shall use its best endeavours to remedy in a timely and efficient manner any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities; and

(c) undertakes that it shall comply with all applicable Jordanian laws and regulations with respect to its activities under the Agreement and these Terms and Conditions.

6.2 The Agreement and these Terms and Conditions shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Agreement and these Terms and Conditions.

6.3 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement and these Terms and Conditions.

7. Customer's obligations

Subject to clause 5 of the Agreement, the Customer shall:

(a) Provide the Supplier with:

(i) all necessary co-operation in relation to the Agreement and these Terms and Conditions; and

(ii) all necessary access to such information as may be required by the Supplier;

In order to render the Services, including but not limited to Customer Data, security access information and configuration services;

(b) comply with all applicable laws and regulations with respect to its activities under the Agreement and these Terms and Conditions, make sure that all persons authorized to use the Services on his behalf use the embedded software of third parties in a legal manner solely;

(c) carry out all other Customer responsibilities set out in the Agreement and these Terms and Conditions in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed upon by the Parties; as defined in the Agreement, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;

(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of the Agreement and these Terms and Conditions;

(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;

(f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and

(g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

8. Proprietary rights

8.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein or in the Agreement, the Agreement and these Terms and Conditions do not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

8.2 The Supplier warrants that it owns or has valid license to use all intellectual property related to the Services and the Documentation, and is entitled to provide the Services under the Agreement and these Terms and Conditions.

8.3 The Supplier warrants that it is not aware of any claim by any third party that the Services and the Documentation infringes the intellectual property rights of any third party and that, the exercise by the Customer of the rights granted to it under the Agreement and these Terms and Conditions do not infringe the intellectual property rights of any third party.

9. Confidentiality

9.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under the Agreement and these Terms and Conditions. A Party's Confidential Information shall not be deemed to include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving Party;

(b) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

(c) is independently developed by the receiving Party, which independent development can be shown by written evidence; or

(d) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

9.2 Each Party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of the Agreement and these Terms and Conditions.

9.3 Each Party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees, agents or others that are under its control in violation of the terms of the Agreement and these Terms and Conditions.

9.4 Neither Party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

9.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.

9.6 The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.

10. Indemnity

10.1 The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that:

(a) the Customer is given prompt notice of any such claim;

(b) the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and

(c) the Customer is given sole authority to defend or settle the claim.

10.2 The Supplier shall, subject to clause 10.5 hereto, defend the Customer, its officers, directors and employees against any claim that the Services or Documentation infringes any Jordan patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

(a) the Supplier is given prompt notice of any such claim;

(b) the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and

(c) the Supplier is given sole authority to defend or settle the claim.

10.3 In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on two (2) Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

10.4 In no event shall the Supplier, its employees, agents or sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

(a) a modification of the Services or Documentation by anyone other than the Supplier; or

(b) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or

(c) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.

10.5 The foregoing states the Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier’s employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

11. Limitation of liability

11.1 Subject to the provisions of clause 10 of these Terms and Conditions, this clause 11 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

(a) any breach of the Agreement or these Terms and Conditions;

(b) any use made by the Customer of the Services and Documentation or any part thereof; and

(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement or the Terms and Conditions.

11.2 Except as expressly and specifically provided in the Agreement or these Terms and Conditions:

(a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement and the Terms and Conditions; and

(c) the Services and the Documentation are provided to the Customer on an "as is" basis.

11.3 Nothing in the Agreement or these Terms and Conditions excludes the liability of the Supplier:

(a) for death or personal injury caused by the Supplier's negligence; or

(b) for fraud or fraudulent misrepresentation.

11.4 Subject to clause ‎11.2 and clause ‎11.3:

(a) the Supplier shall not be liable whether in tort (including for [negligence or] breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Agreement or these Terms and Conditions; and

(b) the Supplier's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement and these Terms and Conditions shall be limited to the total Subscription Fees paid for the User Subscriptions during the twelve (12) months immediately preceding the date on which the claim arose.

12. Termination

12.1 The Agreement may be terminated in the event that:

(a) either Party notifies the other Party of termination, in writing, at least 90 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period;

(b) Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate the Agreement without liability to the other if the other Party is in material breach of any of the terms of the Agreement or these Terms and Conditions and, in the case of breach capable of remedy, fails to remedy such breach within thirty (30) days of receipt of written notice from the non-breaching Party;

(c) a Party files for bankruptcy, makes an assignment for the benefit of its creditors or a petition for insolvency is filed against it;

(d) the Customer notifies the Supplier in writing of its dissatisfaction with the Software or Services and request the termination of the Agreement in accordance with clause 12(1)(a) above.

(e) a termination event occurs in accordance with clauses 4.2, 10.3 or 13 under these Terms and Conditions.

12.2 In the event the Agreement is terminated pursuant to this clause 12, the Parties’ accrued rights and obligations (or remedies either Party may have against the other Party in respect of any breach of the terms of the Agreement or these Terms and Conditions) that, by their nature, would continue to survive beyond the termination of the Agreement and these Terms and Conditions; especially clauses 7, 9 and 10 of these Terms and Conditions, shall survive such termination.

12.3 On termination of the Agreement for any reason:

(a) all licences granted under the Agreement and these Terms and Conditions shall immediately terminate;

(b) each Party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other Party;

(c) the Supplier shall use its best endeavours to deliver the most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within thirty (30) days of its receipt of a written request thereof, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and

12.4 the accrued rights of the Parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

12.5 Subject to clause 12.2 above, termination of the Agreement in accordance with this clause 12 shall also free the Parties of their respective obligations that are contained in these Terms and Conditions.

13. Force majeure

The Supplier shall have no liability to the Customer under the Agreement or these Terms and Conditions if it is prevented from or delayed in performing its obligations under the Agreement or these Terms and Conditions, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

14. Waiver

14.1 A waiver of any right under the Agreement or these Terms and Conditions is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

14.2 Unless specifically provided otherwise, rights arising under the Agreement and these Terms and Conditions are cumulative and do not exclude rights provided by law.

15. Severance

15.1 If any provision (or part of a provision) of the Agreement or these Terms and Conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

15.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.

16. Entire agreement

16.1 The Agreement and these Terms and Conditions, and any documents referred to herein or therein, constitute the whole agreement between the Parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

16.2 Each of the Parties acknowledges and agrees that in entering into the Agreement and accepting these Terms and Conditions, it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of the Agreement or these Terms and Conditions, other than as expressly set out in the Agreement and these Terms and Conditions.

17. Assignment

17.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement or these Terms and Conditions. Such consent shall not be unreasonably withheld or delayed.

17.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement or these Terms and Conditions. No assignment, transfer, charge, sub-contract or deal in any other manner shall relieve the Supplier of any of its other obligations hereunder without the prior written consent of the Customer, which shall not be unreasonably withheld or delayed.

18. No partnership or agency

Nothing in the Agreement or these Terms and Conditions is intended to or shall operate to create a partnership between the Parties hereto, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

19. Notices

19.1 Any notice required to be given under the Agreement or these Terms and Conditions shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other Party at its address set out in the Agreement, or such other address as may have been notified by that Party for such purposes, or sent by fax to the other Party's fax number as set out in the Agreement.

19.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am 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 to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

20. Amendment

20.1 Subject to clause 9.1 of the Agreement, no term of the Agreement may be amended except by the written consent of both Parties.

21. Governing law and jurisdiction

21.1 The Agreement, these Terms and Conditions, and any disputes or claims arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of Jordan, without reference to any conflict of laws principles.

21.2 The Parties irrevocably agree that the courts of Jordan have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement, these Terms and Conditions or their subject matter or formation (including non-contractual disputes or claims), without reference to any conflict of laws principles.