CONDITIONS OF SERVICE

DEFINITIONS AND INTERPRETATION
1. Definitions
  1. In this Agreement, unless the context otherwise requires, the following capitalised terms shall have the meanings assigned to them below and cognate expressions shall have corresponding meanings:
    1. “Annexure/s” means the annexures and schedules to this Agreement, which supplements the terms contained in this Agreement and as they may each be amended, supplemented or superseded from time to time, subject to the Parties’ prior written consent, and which forms an integral part of this Agreement;
    2. “App” means a customised mobile application of the Programme which will be available for download by the Client and User on both Android and iOS mobile devices. The name of the App will be communicated to the Client on the Effective Date;
    3. “Business Day” means any day, other than a Saturday, Sunday or an official public holiday, recognised as such by the relevant laws of Malta;
    4. “Confidential Information” includes, without limitation, any information relating to the Service Provider:
      1. In whatever format and whether recorded or not (and if recorded, whether recorded in writing, on any electronic medium or otherwise howsoever), which is intended or by its nature could reasonably be expected to be confidential, which was disclosed by the Service Provider or on behalf of the Service Provider to the Client, whether before or after the Effective Date;
      2. Which was disclosed by the Service Provider to the Client in terms of any agreement and which has become known to the Service Provider;
      3. And includes, without derogating from the aforegoing, all:
        Technical information, techniques, know-how, operating methods and procedures, business strategy and business models;
        Information relating to costs, sources of services and customer lists (whether actual or potential);
        Pricing, price lists and purchasing policies;
        Computer data, databases, programmes and source codes;
        Products, drawings, plans and specifications;
        Marketing information of whatsoever nature or kind;
        Financial information of whatsoever nature or kind.
    5. “Container” means a cabin crew trainer / container fitted with an approved fire trainer control system;
    6. “Course/s” means a subject offered by the Service Provider through its Programme and subscribed to by a User;
    7. “Course and Pricing Schedule” means the course and pricing schedule as set out on page 3 to 5 of the Training Agreement;
    8. “COVID-19” means the novel coronavirus (2019-nCov2) and all of its variants and / or mutations which is an infectious disease caused by a virus that has previously not been scientifically identified in humans, which emerged during 2019 and which was declared a global pandemic by the World Health Organisation in 2020;
    9. “Effective Date” means the effective date as set out in the Schedule, despite the Signature Date;
    10. “Failure” means any failure by the Service Provider to perform the Services in accordance with this Agreement;
    11. “Features” means the features of the Programme as set out in Annexure “A” hereto;
    12. “Good Industry Practice” means applying, in relation to the manner in which the Services are rendered, the standards, practices, methods and procedures conforming to applicable law, and exercising that degree of skill, care, diligence, prudence and foresight that would reasonably and ordinarily be expected from a skilled and experienced person engaged in a similar type of undertaking under similar circumstances;
    13. “Intellectual Property” means all intellectual property rights owned by the Service Provider and / or relating to the Programme and / or Training Material, including, but not limited to, patents, trademarks, service marks, trade names, copyright (including rights in computer software), design rights, trade or business names, domain names, know-how, database rights and topography rights, whether registered or unregistered, and all rights or forms of protection of a similar nature in any country;
    14. “Parties” means the Service Provider and the Client, and any reference to “a Party” shall refer to one of the relevant Parties as required by the context;
    15. “Period” means an indefinite period, unless terminated in terms of the provisions of this Agreement;
    16. “Plugin” means a certain specific feature / function of the Programme that does not exist as at the Effective Date and that needs to be separately developed by the Service Provider on instruction of the Client and according to the specific requirements of the Client;
    17. “Privacy Policy” means the Service Provider’s privacy policy which can be read on the Service Provider’s Site by visiting https://www.e-uat.com/privacy-policy/;
    18. “Programme” means an aviation training platform programme offering inter alia training and assistance with aviation-related compliance through Courses. The Programme and Training Material are owned by the Service Provider with all its Features and functionalities, designed and developed prior to the Effective Date and currently being utilised, including all source code and ancillary App’s and web-based platforms to include the full functionality of all these items;
    19. “Schedule” means the schedule on page 3 of the Training Agreement;
    20. “Services” means the granting of certain usage rights by the Service Provider to the Client of the Programme and / or the development of any Plugin by the Service Provider and / or the Trainer and / or Container on request of the Client in terms of this Agreement and as may be subsequently amended in accordance with this Agreement;
    21. “Signature Date” means the date of last signature of this Agreement by the Parties thereto;
    22. “Site” means the Service Provider’s website (https://www.e-uat.com);
    23. “Terms of Use” means the terms of use of the Site and the Programme which can be read on the Service Provider’s Site by visiting https://www.e-uat.com/terms_of_use/;
    24. “Training Agreement” means the training agreement entered into between the Parties;
    25. “Training Material” means any and all information and documentation included in a Course and to which a User will have access to;
    26. “Termination Date” means any date on which this Agreement is terminated in accordance with this Agreement;
    27. “Trainer” means a business jet modular overwing exit trainer owned by the Service Provider and of which the Service Provider shall be the owner of at all relevant times of usage by the Client for the subsistence of this Agreement;
    28. “the / this Agreement” means the Training Agreement, this conditions of service, the Terms of Use, the Privacy Policy, the terms of conditions between the Parties together with the Annexures thereto;
    29. “the Client” means the person / entity whose details are set out in the Schedule;
    30. “the Service Provider” means UNIVERSAL AVIATION TRAINING LTD with registration number C71139, a company duly registered in accordance with the laws of MALTA and with its registered address at NO. 15, LEVEL 3, MANNARINO ROAD, BIRKIRKARA, MALTA, BKR 9080 (“the Service Provider”);
    31. “User/s” means a student and / or client and / or employee and / or agent of the Client that is subscribed as user to one or more of the Courses provided through the Programme and that is granted a usage right of the Trainer and / or Container.
2. Interpretation
  1. This Agreement shall be interpreted according to the following provisions, unless the context requires otherwise:
    1. Words indicating one gender include all other genders;
    2. Words indicating the singular shall include the plural and vice versa;
    3. The words “agree”, “instruct”, “authorise”, “propose”, “give reasons”, “respond”, “comment”, “communicate”, “notify”, “approve”, “amend”, “waive”, “refuse”, “discharge”, “certify”, “consent”, “propose”, “request”, ‘”test” or similar act and each of their cognate words require the agreement, instruction, authority, proposal, reasons, response, comments, communication, notice, approval, amendment, waiver, refusal, discharge, certificate, consent, proposal, request, test or similar act, to be in writing.
    4. References to the provisions of any law shall include such provisions as amended, re-enacted or consolidated from time to time in so far as such amendment, re-enactment or consolidation applies or is capable of applying to any transaction entered into under this Agreement.
    5. References to “Parties” shall include the Parties’ respective successors-in-title and, if permitted in this Agreement, their respective cessionaries and assignees.
    6. References to a “person” shall include an individual, firm, company, corporation, juristic person, responsible authority, and any trust, organisation, association or partnership, whether or not having separate legal personality.
    7. References to “clauses”, “sub-clauses” and “annexures” are references to the clauses, sub-clauses and annexures of this Agreement.
    8. References to any other contract or document shall include (subject to all approvals required to be given pursuant to this Agreement for any amendment or variation to or novation or substitution of such contract or document) a reference to that contract or document as amended, varied, novated or substituted from time to time.
    9. Reference to “include” or “including” shall mean “include but not limited to”;
    10. Words in parentheses and italics appearing after a clause reference or a reference to an annexure are inserted for ease of reference only. If there is any discrepancy between the clause reference and the words in parentheses and italics, the latter shall prevail.
    11. The headings of clauses, sub-clauses and annexures are included for convenience only and shall not affect the interpretation of this Agreement.
    12. The Annexures to this Agreement are an integral part of this Agreement and references to this Agreement shall include the annexures.
    13. The Parties acknowledge that each of them has had the opportunity to take legal advice concerning this Agreement and agree that no provision or word used in this Agreement shall be interpreted to the disadvantage of either Party because that Party was responsible for or participated in the preparation or drafting of this Agreement or any part of it.
    14. References to “this Agreement” shall include this Agreement as amended, varied, novated or substituted in writing from time to time.
    15. The number of days indicated to commit an act or indicated for any other purpose, is calculated by excluding the first day and including the last day.
    16. If any definition in clause 1.1 contains a substantive provision conferring rights or imposing obligations on any Party, effect shall be given to such provision as if it was a substantive provision in the body of this Agreement.
SUBSCRIPTION OF USERS AND USE OF PROGRAMME AND TRAINING MATERIAL
1. A User will be able to subscribe to a Course/s offered through the Programme by downloading the App and completing the necessary registration information.
2. All Users will be granted a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license during the Period to access and use the Programme and Training Material solely in accordance with the terms of this Agreement.
3. The Users may not use the Programme or Training Material in any manner or for any purpose other than as expressly permitted by this Agreement. The Client specifically agrees that neither the Client nor the Users will:
  1. Modify, alter, distort, mutilate, tamper with, repair, or otherwise create derivative works of the Programme or Training Material;
  2. Adapt, reproduce, broadcast, and / or redistribute the Programme or Training Material;
  3. Use the Programme or Training Material for commercial purposes, other than is provided for in this Agreement; or
  4. Resell or sublicense the Programme.
4. The Client agrees that the Programme, Courses and Training Material may be changed / amended by the Service Provider at its discretion from time to time and that a Course may be discontinued partly or in full by the Service Prover at its discretion. The Service Provider undertakes to provide the Client with a reasonable notice period of any discontinuation of a Course.
5. The Client acknowledges that he / she / it has read the Terms of Use and the Privacy Policy and that the Client fully understands the contents of the Terms of Use and Privacy Policy and that the Client agrees that his / her / its use of the Site and / or Programme will also be governed by the Terms of Use and subject to the provisions contained in the Privacy Policy, and that the Client will comply with them.
USAGE OF TRAINER AND / OR CONTAINER
1. The Client and / or its Users will use the Trainer and / or Container from time to time as part of the Course/s offered through the Programme.
2. The Client and / or its Users may not use the Trainer and / or Container in any manner or for any purpose other than as expressly permitted by this Agreement. The Client specifically agrees that neither the Client nor the Users will:
  1. Modify, alter, distort, mutilate, tamper with, repair, or otherwise damage the Trainer and / or Container;
  2. Use the Trainer and / or Container for commercial purposes, other than is provided for in this Agreement.
SERVICES
1. The Client will subscribe to the Programme and use the Trainer and / or Container through the Programme, which it will inter alia utilise for purposes of offering training to its Users and as set out in Annexures “B” (Trainer) and “C” (Container) hereto. The Client specifically understand and agree that the Annexures may be updated, amended and / or completely substituted from time to time in accordance with the training offered by the Service Provider through its Programme.
2. The Client may from time to time instruct the Service Provider to develop a Plugin for the Programme. These Plugins will be customised and developed according to the Client’s specific requirements and specifications.
3. The Programme and / or Trainer and / or Container may from time to time require specific maintenance relating to the use thereof by the Client, which maintenance falls outside of the scope of the normal and general maintenance associated with the upkeep of the Trainer and / or Container and which maintenance will be for the Client’s account.
4. The Service Provider will provide a written quotation to the Client containing the total price and any payment agreement if different than provided for in this Agreement for each separate Plugin and / or for any additional maintenance in terms of this clause 4.
5. Upon written acceptance of the Service Provider’s quotation for any additional maintenance, the price and payment agreement (if applicable) are fixed and not subject to any variation, accept if specifically agreed thereto in writing by the Parties.
6. The Service Provider shall provide the Services in accordance with this Agreement with effect from the Effective Date for the duration of the Agreement and shall be entitled to payment for the Services in accordance with the provisions of this Agreement as from the Effective Date.
7. The Service Provider shall carry out the Services:
  1. at its own cost, risk and expense and in accordance with Good Industry Practice;
  2. in a manner that complies with and meets the requirement of all applicable Law;
  3. utilizing non-hazardous goods, stocks, consumables, materials and equipment that are of a satisfactory quality according to Good Industry Practice;
  4. in a manner which gives priority to health and safety in the performance of the Services in order to protect life, health, property and the environment;
  5. in compliance with the reasonable policies, procedures, protocols and directives of the Client (as may be amended from time to time) as indicated;
  6. in compliance with any regulations and / or directives and / or any other provisions issued by the Parties’ respective government authorities pursuant to its response and attempts to curb the spread of COVID-19;
  7. so that all persons employed in connection with the performance of the Services have the necessary skills and experience as required by their respective professions, trades and callings and taking into account their roles and responsibilities in relation to the Services; and
  8. in accordance with the provisions of this Agreement.
GENERAL OBLIGATIONS OF THE SERVICE PROVIDER
1. The Service Provider shall in the provision of the Services, avoid undue hindrance, interruption or interference with the operations of the Client or otherwise hinder the activities of the Client and its employees, save to the extent entitled to do so in terms of this Agreement or as may be reasonably necessary for the performance of the Services under this Agreement.
2. The Service Provider shall not be relieved of any obligation, responsibility or liability under this Agreement by the appointment of any subcontractor to carry out any part of the Services. As between the Service Provider and the Client, the Service Provider shall be responsible for the payment, performance, acts, defaults, omissions, breaches and negligence of all subcontractors. All references in this Agreement to any performance, payment, act, default, omission, breach or negligence of the Service Provider shall be deemed to include any of the same by a subcontractor.
3. The Client shall at all reasonable times and with prior written notice have access to (including the right to reproduce) all records and documentation required by the Service Provider to be kept in relation to the Services for purposes of auditing, quality control and monitoring of the Services by the Client.
GENERAL RIGHTS AND OBLIGATIONS OF THE CLIENT
1. The Client shall:
  1. compensate the Service Provider for the performance of the Services in accordance with the terms of this Agreement;
  2. without prejudice to the obligation of the Service Provider to provide the Services, provide reasonable assistance to the Service Provider in its performance of the Services, and specifically, to ensure as far as it may be reasonably possible from its end, a smooth integration and synchronization process to synchronize and integrate the activities of the Service Provider and the Client;
  3. inform the Service Provider of its policies, procedures, protocols and directives as may be applicable to the Services and shall timeously inform the Service Provider of any amendments thereto.
BREACH
1. Should any Party (“the guilty party”) commit a breach of this Agreement and fail and / or refuse and / or neglect to rectify that breach within 10 (ten) Business Days after receipt of a written notice from the other Party (“the innocent party”), calling upon the guilty party to rectify that breach, the innocent party shall be entitled, without prejudice to any other of his rights, to
  1. either claim specific performance from the guilty party and claim damages; or
  2. terminate this Agreement by written notice to the guilty party, and to claim damages from the guilty party.
2. The Service Provider will have the right, without prejudice to its other rights or remedies, to terminate this Agreement immediately by written notice to the Client, if the Client is unable to pay its debts or becomes insolvent, is the subject of any order made or a resolution passed for the administration, winding-up or dissolution (otherwise than for the purpose of a solvent amalgamation / merger or reconstruction), has an administrative or other receiver, manager, trustee, liquidator, administrator, or similar officer appointed over all or any substantial part of its assets, enters into or proposes any composition or arrangement with its creditors generally or is the subject of any events or circumstances or analogous to the foregoing in any applicable jurisdiction.
WARRANTIES
1. The Service Provider warrants that:
  1. the obligations of the Service Provider under this Agreement are legal, valid and binding and enforceable against it in accordance with the terms of the Agreement;
  2. it has satisfied itself as to the nature and extent of the Services to be provided in terms of the Agreement;
  3. it has the necessary resources, skills, expertise and experience required to carry out the Services in terms of this Agreement and will use reasonable care and skill in the execution of the same under this Agreement;
  4. all copies of the Programme (and all associated software) provided to the Client will always be in a readable form and on suitable and accessible media so as to enable the Client to access and use the Programme in accordance with this Agreement; and
  5. the Programme (including all associated software) will always be free from viruses or other malicious code and also free from passwords, encryption or other security measures that might impede the ability of the Client or a third party designated by the Client to use the Programme (or the associated software).
2. the Client warrants that:
  1. it has taken all necessary actions to authorise the execution of this Agreement; and
  2. it has not knowingly omitted to disclose any material information in its possession or under its control relating to this Agreement.
INTELLECTUAL PROPERTY
1. All intellectual property belonging to a Party prior to the Effective Date, will remain with that Party.
2. The Client acknowledges and agrees that the Intellectual Property shall remain the ownership of the Service Provider and further specifically agrees that it will have no right, title or interest in any Intellectual Property, including any Intellectual Property that is created by any further developments to the Programme.
3. The Client is hereby authorised to have access to and to make use of the Intellectual Property during the term of this Agreement only as strictly necessary for the performance by the Client of its obligations under this Agreement. The Client will not use the Intellectual Property for any purpose other than specified herein.
CONFIDENTIALITY AND NON-DISCLOSURE
1. The Client shall keep confidential all information relating to any confidential information, including without limitation all documentation, agreements, opinions, resolutions, minutes, memoranda, communiqués and proposals and any such further information as may have been or will be divulged in any manner or form, electronic or in physical form, to the Client or its advisors, representatives or agents, whether prior to or following the Effective Date (“Confidential Information”).
2. The Client recognises and acknowledges that:
  1. The Confidential Information is commercially valuable proprietary property of the Service Provider, the design and development of which have involved the expenditure of substantial amounts of money and the use of skilled development experts over a period of time and which afford the Service Provider or clients of the Service Provider a commercial advantage over its competitors;
  2. The loss of this competitive advantage due to unauthorised disclosure or use of Confidential Information may cause great financial loss and harm to the Service Provider and / or its clients; and
  3. The restrictions imposed upon the Client under this Agreement are necessary to protect the confidentiality of Confidential Information and to prevent the occurrence of such financial loss and harm.
3. The Client hereby indemnifies and holds harmless the Service Provider and / or its directors and / or its employees and / or its agents and / or its advisors and / or any developer appointed by the Service Provider from and against all claims, losses, damages, liabilities, costs and expenses (including without limitation reasonable expenses of investigation and reasonable legal fees, and pre- and post-judgement interest and penalties) arising from any such unauthorised disclosure or use by the Client or any of its directors and / or employees and / or agents and / or advisors or other third parties acting on behalf of a recipient of Confidential Information, whom the Client warrants shall be similarly bound to the provisions of this Agreement.
4. The Client agrees that the Confidential Information will be:
  1. Treated as private and confidential;
  2. Maintained using practices no less stringent than those used to protect the Client’s own confidential information, including, without limitation to, proper and secure storage and communication thereof;
  3. Disclosed strictly only on a need-to-know basis to the Client’s representatives and the Client shall be responsible for ensuring that its representatives comply with the same obligations as the Service Provider with respect to such confidential information;
  4. Disclosure to any other third parties are permitted only with the prior written consent of the Service Provider; and
  5. Used by the Client only in connection with the discussions between the Parties themselves.
5. The Service Provider’s Confidential Information shall remain the property of the Service Provider and the Service Provider shall have the right to disclose the Confidential Information to any other third party. The Service Provider shall have the right to demand the return of its Confidential Information at any time. Upon such demand, the Client, at its own discretion, shall either:
  1. Within 5 (five) Business Days return all the Confidential Information including any copies, notes or summaries made; and/or
  2. Within 5 (five) Business Days destroy, and cause its representatives to destroy, the Confidential Information including any and all such copies, notes or summaries made.
6. The Client shall confirm in writing to the Service Provider the fact that all such Confidential Information has been returned or destroyed in compliance with the terms of the Agreement.
EXCLUDED INFORMATION
1. The obligations pursuant to this Agreement shall not apply to the Confidential Information, where:
  1. The Client can show within 48 (fourty-eight) hours and by way of written record that the information was in the possession of the Client, prior to disclosure thereof;
  2. The information is or becomes publicly known (excluding public records), otherwise than as a consequence of a breach of this Agreement or of any action of the Client;
  3. It can be proved that the Confidential Information have been rightfully received by the Client from a third party without a breach of a duty or obligation of confidentiality imposed in terms of this Agreement;
  4. The information is independently developed by a third party as proven by its written records;
  5. The information is disclosed by the Client to satisfy a legal demand by a competent court of law or governmental body, provided however that in such circumstances, the Client shall inform the Service Provider hereof prior to such disclosure, as far as it is reasonably possible, so that the Service Provider have an opportunity to defend, limit or protect itself against such production or disclosure. The Client shall disclose only that portion of the Confidential Information which is legally required to be disclosed and the Client shall exercise its reasonable effects to obtain a protective order or other reliable assurance that confidential treatment will be accorded to any part of the Information required to be disclosed.
2. In any dispute in terms of this clause, the onus of proof shall be on the Client and or the receiving third party.
LIABILITY AND INDEMNITIES
1. The Client understands and agrees that the Programme and / or Trainer and / or Container are merely tools used by the Service Provider in its offering of training and assistance relating to aviation-related compliance, and that the mere usage thereof does not discharge it from its obligations in terms of any statutory and / or company and / or other legislation and / or regulations and / or guidelines and / or policies or any other related authority.
2. Although the Service Provider will at all times endeavour to update its Programme to make provision for and include any new developments relating to the aviation-related compliance, the Client will solely remain liable for its compliance with any and all statutory and / or company and / or other legislation and / or regulations and / or guidelines and / or policies or any other related authority.
3. The Client hereby indemnifies the Service Provider and / or its directors and / or its employees and / or its agents and / or its advisors and / or any developer appointed by the Service Provider from and against all claims, losses, damages, liabilities, costs and expenses (including without limitation reasonable expenses of investigation and reasonable legal fees, and pre- and post-judgement interest and penalties) arising from the non-compliance of any legislation and / or regulations and / or guidelines and / or policies or any other related authority by the Client and / or its directors and / or its employees / and / or its agent and / or advisors.
4. The Service Provider shall not be held liable for any injury, death, loss or damage of any kind arising from the use of the Trainer and / or Container by the Client and / or its Users, except if such injury, death or loss or damage of any kind was as a result of the Service Provider’s gross negligence.
5. The Client hereby indemnifies and holds the Service Provider and / or its directors and / or its employees and / or its contractors harmless against any and all claims, demands, legal action, losses, costs, charges, expenses, damages and liabilities of whatsoever nature that may be brought by the Users or any third party against the Service Provider and / or its directors and / or its employees and / or its contractors, except if such claims, demands, legal action, losses, costs, charges, expenses, damages and liabilities arose as a result of the Service Provider’s gross negligence.
6. The Service Providers and / or its directors shall immediately notify the Client in writing of any proceedings instituted by a third party against the Service Provider and / or its directors and / or its employees and / or its contractors in respect of any injury, death, loss or damage of any kind arising through the use of the Trainer and / or Container by the Client and / or its Users. The Client shall, at their own expense, defend any action instituted by such third party against the Service Provider and / or its directors and / or its employed and / or its contractors. The Client’s obligation to indemnify the Service Provider and / or its directors and / or its employees and / or its contractors will survive the termination of this Agreement and / or any litigation arising from any injury, death, loss or damage of any kind arising from the use of the Trainer and / or Container by the Client and / or its Users.
DOWNTIME AND MAINTENANCE
1. The Client understands and agrees that the Programme and / or Trainer and / or Container may require updates and / or maintenance from time to time, and that it would not be accessible during these periods.
2. The Service Provider undertakes to effect such maintenance during a time which would cause the least disruption to the Client, as reasonably possible.
3. The Service Provider will give reasonable notice to the Client of any pending necessary maintenance that will be done on the Programme and / or Trainer and / or Container.
4. The Client accepts that it will not have any claim against the Service Provider for any downtime in terms of this clause 13.
FORCE MAJEURE
1. If either Party should be prevented or restricted directly or indirectly from performing all or any of its obligations under this Agreement by reason of strike, labour dispute, lock-out, fire, explosion, flood, geological discontinuity, riot, war, epidemics, pandemics, accident, Act of God, embargo, legislation, regulation or directive having the force of law, shortage of or a breakdown in transportation facilities, failure in the power supply provided by any electricity supplier or any municipality or its successors, failure in the telephonic communication systems or any mobile phone network provider or its successors, civil commotion, unrest or disturbance, compliance with any order or instruction or any port, transportation, local or other authority or without limitation, any other cause beyond its control anywhere in the world, which may directly affect either Party’s performance all or any of which shall constitute force majeure for the purposes thereof, the Party so affected (“the Affected Party”) shall be relieved of performance of its obligations hereunder during the period that such event and its consequences shall continue, but only to the extent so prevented, and shall not be liable for any delay or failure in the performance of any of its obligations hereunder or loss or damage whether general, special or consequential which the other Party (“the Unaffected Party”) may suffer due to or resulting from such delay or failure, provided always that notice shall be given by the Affected Party to the Unaffected Party at the earliest possible opportunity by e-mail of the occurrence of the event constituting the force majeure, together with details thereof and an estimate of the period of time for which it will endure.
2. At all times whilst the force majeure event shall continue, the Parties will meet at regular intervals to discuss and investigate and, if possible, to implement other practical ways and means of overcoming or avoiding the consequences of such force majeure, so that the objectives, import and intent of this Agreement may be pursued without unreasonable delay.
3. The Affected Party will use its best endeavours to terminate the circumstances giving rise to the force majeure (if possible), and upon termination of the event giving rise thereto, will forthwith give notice thereof by email to the Unaffected Party.
MISCELLANEOUS
1. Independent Advice
  Each of the Parties hereto acknowledges that they have been free to secure independent legal advice as to the nature and effect of all of the provisions of this agreement and that they have either taken such independent legal advice or dispensed with the necessity of doing so. Further, each of the Parties hereto acknowledge that all of the provisions of this Agreement and the restrictions herein contained are fair and reasonable in all the circumstances and are part of the overall intention of the parties in connection with the agreement.
2. Announcements
  Neither Party shall, except with the prior written consent of the other Party, make any press announcements or publicise any of the contents of this Agreement or any information about the Services to be provided by the Service Provider to the Client.
3. Cession
  Neither Party shall, without the prior written approval of the other Party assign, cede, delegate, transfer or otherwise dispose of any right or obligation under this agreement to any other person.
4. Variation
  No provision of this Agreement (including, without limitation, the provisions of this clause) may be amended, substituted or otherwise varied, and no provision may be added to or incorporated in this Agreement, except (in any such case) by an agreement in writing signed by the duly authorised representatives of the Parties.
5. Relaxation
  Any indulgence by either Party in exercising, or any failure by either Party to exercise, any right under this Agreement shall not be construed as a waiver of that right and shall not affect the ability of that Party subsequently to exercise that right or to pursue any remedy, nor shall any indulgence constitute a waiver of any other right (whether against that Party or any other person).
6. Waiver
  The waiver of any right under this Agreement shall be binding on the waiving Party only to the extent that the waiver has been reduced to writing and signed by the duly authorized representative(s) of the waiving Party.
7. Supersession
  This Agreement supersedes all prior agreements, representations, communications, negotiations and understandings between the parties concerning the subject matter of this Agreement.
8. Interpretation
  Whenever possible, each provision of this Agreement shall be interpreted in a manner which makes it effective and valid under applicable law, but if any provision of this Agreement is held to be illegal, invalid or unenforceable under applicable law, that illegality, invalidity or unenforceability shall not affect the other provisions of this Agreement, all of which shall remain in full force.
9. Domicilium Citandi Et Executandi
  1. The Parties choose as their domicilium citandi et executandi address for all purposes including the service of court processes, the physical addresses listed herein below:
    1. In the case of the Service Provider to:
      Physical address: No. 15, Level 3, Mannarino Road, Birkirkara, Malta, BKR 9080
      Email: info@e-uat.com
      For attention: Director
    2. In the case of the Client to:
      Physical address: as specified in the Schedule
      Email: as specified in the Schedule
      For attention: as specified in the Schedule
  2. Any document served in terms of this Agreement shall be served on the chosen address, which address shall serve as the domicilium citandi et executandi for all purposes of this Agreement.
  3. A notice delivered by hand, to a responsible person, during ordinary business hours at its domicilium citandi et executandi or personally at its workplace, shall be deemed to have been received on the day of delivery, unless the addressor is aware, at the time the notice would otherwise to have been given, that the notice is unlikely to have been received by the addressee through no act or omission of the addressee.
  4. A notice sent by email to an email addressee as stipulated in clause 15.9.1, shall be deemed to have been received, unless the contrary is proved;
    1. Within 4 (four) hours after sending the email during normal business hours; or
    2. If sent outside of normal business hours, at 12:00 on the first Business Day after the day on which it was sent.
  5. Either Party may change its domicilium citandi et executandi address by providing no less than 7 (seven) Business Days’ prior written notice of such change to the other Party.
  6. Notwithstanding anything to the contrary contained herein, a written notice or communication actually received by a Party shall be an adequate written notice or communication to it, notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi or email address.
10. Governing Law
  This Agreement will be governed by and be construed in accordance with English law and all disputes, actions and other matters in connection therewith shall be determined in accordance with such law.
11. Further Assurances
  The Parties agree to perform, or procure the performance, of all further things, and execute and deliver (or procure the execution and delivery) of all further documents, as may be required by law or as may be desirable or necessary to implement or give effect to this Agreement and the transactions contemplated therein.
12. Entire Agreement
  The Agreement constitutes the entire agreement between the Parties and there is no other agreement between them, representations made or warranties granted by either of them other than those set out herein.
13. No partnership or agency
  Nothing in this Agreement will be deemed to constitute a partnership between the Parties and / or constitute either Party as the agent of the other Party for any purpose whatsoever.
14. Costs
  Each Party shall pay its own costs relating to and in connection with the negotiation, preparation, drafting and signature of this Agreement, and any amendments thereto.
15. Signature
  1. Each of the Parties hereby represents and warrants to the other that this Agreement is a valid and binding obligation of such Party and that the person executing this Agreement on behalf of such Party has the authority to act for and to bind such Party to this Agreement.
  2. The Parties specifically understands, warrants and agrees that this Agreement, including each and every term and / or condition contained herein, shall remain in full force and effect according to the provisions contained herein despite any change in its shareholding and / or executive members and / or board of directors.
  3. This Agreement may be executed in counterparts and shall become operative when each Party has executed and delivered at least one counterpart.
  4. The Training Agreement may be delivered by email, and an email transmission evidencing execution shall be effective as a valid and binding agreement between the Parties for all purposes.
  5. The Training Agreement is signed by the Parties on the dates and at the places as indicated.
  6. The Parties record that it is not required for the Agreement to be valid and enforceable that a Party shall initial the pages of the Agreement / or have its signature verified by a witness.

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