FISKL GLOBAL PARTNER PROGRAM AGREEMENT
TABLE OF CONTENTS
INTERPRETATION
PROGRAM PARTICIPATION
MARKETING MATERIALS
REFERRAL PROCESS AND TRACKING
COMMISSION STRUCTURE AND PAYMENTS
OBLIGATIONS OF FISKL
PARTNER OBLIGATIONS
CONFIDENTIALITY AND DATA PROTECTION
COMPLIANCE
INDEMNITIES
LIMITATION OF LIABILITY
TERM AND TERMINATION
PROGRAM TIER ADVANCEMENT AND BENEFITS
API AND PLATFORM USAGE
CHANGES TO PROGRAM TERMS
MISCELLANEOUS
This Global Partner Program Agreement (the "Agreement") is made and entered into between Fiskl and Partner (each, as defined below). The Agreement shall become effective and binding once Partner completes the Registration Form through the Partnero platform and receives written approval from Fiskl ("Effective Date").
PARTIES
Fiskl: Fiskl Limited, a company incorporated and registered in England and Wales with company number 09330290 whose registered office is at 6a Thirlmere Road, London, N10 2DN.
Fiskl's Notice Address:
Name: Fiskl Limited
Email: legal[at]fiskl.com
Partner: means the business entity (including company name, company number, registered address and other information) detailed in the Registration Form submitted through the Partnero platform and approved by Fiskl.
Partner's Notice Address: means the name, address and email detailed in the Registration Form submitted through the Partnero platform.
BACKGROUND
Fiskl is a leading provider of cloud-based accounting, invoicing, and financial management software solutions designed for small and medium-sized businesses, freelancers, and accounting professionals. Partner wishes to promote, market and advertise the Fiskl Service to potential Fiskl customers ("Potential Customers") through its website(s) and other marketing channels, in accordance with Fiskl's Global Partner Program ("Program") detailed in this Agreement. Fiskl wishes to be introduced to such potential customers and is willing to pay the Partner commission based on the Program's tiered structure on the terms of this Agreement if such potential customers purchase the Fiskl Service.
The Parties agree as follows:
1. INTERPRETATION
The following definitions and rules of interpretation apply in this Agreement.
1.1 Definitions:
API: Application Programming Interface, the technical interface provided by Fiskl that allows Partners to integrate with the Fiskl Service.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Commission Tiers: the tiered commission structure based on number of successful client referrals:
Vibe Tier (1-50 clients): 20% recurring revenue share
Epic Tier (51-250 clients): 30% recurring revenue share
Titan Tier (251-500 clients): 40% recurring revenue share
Legend Tier (500+ clients): 50% recurring revenue share
Commission Period: a period of five (5) years from the date of first paid subscription for each Qualified Referral.
Commission Review Period: a period of sixty (60) days during which Fiskl reviews and validates commission eligibility for each referral.
Commission Claim Period: a period of eighteen (18) months during which Partner must claim earned commissions. Any unclaimed commissions after this period will be forfeited.
Confidential Information: all information disclosed by one Party to the other Party which is marked as or has been otherwise indicated to be confidential or which would be regarded as confidential by a reasonable business person, save to the extent such information: (i) is already in the public domain at the time of disclosure; or (ii) enters the public domain other than by a breach of any obligation of confidentiality.
Data Protection Legislation: (i) the Data Protection Act 1998, until the effective date of its repeal (ii) the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, for so long as the GDPR is effective in the UK, and (ii) any successor legislation to the Data Protection Act 1998 and the GDPR, in particular the Data Protection Bill 2017-2019, once it becomes law.
Intellectual Property Rights: patents, trade marks, design rights (whether registrable or otherwise), applications for any of the foregoing, copyright, moral rights, performers' rights, trade or business names, database rights, domain names, rights in computer software, website addresses, know-how, secret processes, trade secrets, rights to inventions, and any similar rights in any jurisdiction whether currently existing or created in the future, together with the right to sue for and recover damages or other relief in respect of infringements of any of them.
Net Income: the payments made to Fiskl for the Fiskl Service under a Subscription Contract less any value added tax or other sales tax on them, any payment processing expenses incurred by Fiskl and any discounts or rebates granted by Fiskl.
Partner Tier Benefits: specific benefits available to each tier level, as follows:
Vibe Tier (1-50 clients):
Global partner network access
Basic partner directory listing
Basic onboarding and co-branded marketing resources
Epic Tier (51-250 clients):
All Vibe Tier benefits, plus:
Priority API access
Cross-pollination referrals
Expanded directory profile
Enhanced co-marketing support
Titan Tier (251-500 clients):
All Epic Tier benefits, plus:
Dedicated account manager
Enhanced API capabilities
Beta feature access
Advanced API capabilities and early access to beta features
Legend Tier (500+ clients):
All Titan Tier benefits, plus:
Strategic partnership status
Custom integrations
Product roadmap co-creation
Exclusive perks and strategic partnership privileges
Qualified Referrals: Potential Customers: (a) who have been Referred by Partner to Fiskl; (b) of whom Fiskl has no prior record in connection with the Fiskl Service; (c) who accept Fiskl's terms of service and subscribe to the Fiskl Service within the Referral Period, at a Potential Customer's own discretion and without receiving any monetary or other incentive from Partner; (d) who are not rejected by Fiskl, and make at least one subscription payment to receive the Fiskl Service; (e) who remain active subscribers after the Commission Review Period.
Referral: the referral of Potential Customers to Fiskl through the Partnero platform. "Refer", "Refers", and "Referred" shall be interpreted accordingly.
Referral Date: for each Prospective Customer, the date during the term of this Agreement on which the Partner first Refers such Prospective Customer to Fiskl.
Referral Period: for each Prospective Client, 90 days from the Referral Date, tracked via cookie placement through the Partnero platform.
Subscription Contract: a contract for a subscription to the Fiskl Service entered into during the Referral Period between Fiskl and a Prospective Customer who was Referred by the Partner.
1.2 Person. A person includes a corporate or unincorporated body (whether or not having separate legal personality).
1.3 Amendments to statutes. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.4 Subordinate legislation. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.5 Writing. A reference to writing or written includes e-mail.
1.6 Including. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.7 Clauses. References to Clauses are to the clauses of this Agreement.
2. PROGRAM PARTICIPATION
2.1 Eligibility and Enrollment (a) The Program is available only to business entities. Individual persons or sole proprietors are not eligible to participate; (b) Partner must complete the registration and approval process through the Partnero platform; (c) All applications are subject to review and written approval from Fiskl; (d) Fiskl reserves the right to reject any application at its sole discretion; (e) Partner must maintain valid business registration throughout the term of this Agreement.
2.2 Commission Structure. Partner shall be eligible to earn commissions based on the Commission Tiers defined above. Commission rates are calculated as a percentage of Net Income and are based on the cumulative number of Qualified Referrals.
2.3 Commission Terms (a) Duration: Commissions shall be paid for five (5) years from the date of first paid subscription for each Qualified Referral, provided the referred customer maintains an active paid subscription; (b) Review Period: All referrals are subject to a 60-day review period to validate qualification criteria; (c) Claim Period: Commissions must be claimed within 18 months of being earned. Unclaimed commissions after this period will be forfeited; (d) Minimum Payout: A minimum threshold of $100 net must be reached before commission payment is processed.
2.4 Partner Benefits (a) Access to tier-specific benefits as outlined in Partner Tier Benefits; (b) Automatic upgrade to higher tiers upon reaching client thresholds; (c) Retention of tier benefits for the duration of the quarter following qualification; (d) Additional benefits may be provided at Fiskl's discretion.
2.5 Duties of Partner (a) Good faith. Partner shall serve Fiskl faithfully and diligently and not allow its interests to conflict with its duties under this Agreement; (b) Referrals. Partner shall use its best endeavours to make Referrals of Prospective Customers; (c) Compliance with instructions. The Partner shall cooperate with Fiskl and comply with all reasonable and lawful instructions of Fiskl, including the compliance obligations set out in this Agreement; (d) Professional standards. Partner shall maintain professional business standards and practices appropriate for a business partnership; (e) Regular reporting. Partner shall provide regular updates on marketing activities and pipeline as reasonably requested by Fiskl.
2.6 Limited scope of authority (a) No authority to bind. Partner shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind Fiskl in any way, and shall not do any act which might reasonably create the impression that Partner is so authorised; (b) No authority to contract or negotiate. Partner shall not make or enter into any contracts or commitments or incur any liability for or on behalf of Fiskl, including for the provision of the Fiskl Service or the price for them, and shall not negotiate any terms for the provision of the Fiskl Service with Prospective Customers.
2.7 Limits on representations. Partner shall not, without Fiskl's prior written consent, make or give any representations, warranties or other promises concerning the Fiskl Service which are not contained in the Marketing Materials.
2.8 Prohibited Activities. Partner agrees not to: (a) Associate Fiskl or the Marketing Materials with content that is unlawful, harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, or otherwise objectionable in Fiskl's sole discretion; (b) Send unsolicited electronic messages to multiple unrelated recipients in promoting the Fiskl Service; (c) Engage in any form of mass electronic communications prohibited by law; (d) Make unauthorized claims about Fiskl or the Fiskl Service; (e) Misrepresent the nature of the partnership relationship; (f) Engage in deceptive or misleading marketing practices; (g) Use Fiskl's intellectual property in any unauthorized manner.
3. MARKETING MATERIALS
3.1 License. Subject to the terms and conditions of this Agreement, Fiskl hereby grants to Partner a free, non-exclusive, non-transferable and revocable license to use the Fiskl trade marks, logos and URLs as provided by Fiskl from time to time, ("Licensed Marks"), and associated materials, language or code for the sole purpose of promoting the Fiskl Service in accordance with this Agreement (collectively, "Marketing Materials"). Fiskl may revoke this license at any time by giving Partner a written notice (including via email).
3.2 Guidelines. The license to use the Licensed Marks and Marketing Materials granted herein is subject to Fiskl's usage guidelines (which can be found at https://fiskl.com/company/partners/) incorporated here by reference, as updated from time to time by Fiskl at its sole discretion and any other specifications and instructions provided by Fiskl from time to time ("Guidelines"). Partner expressly agrees to comply with the Guidelines.
3.3 Co-Marketing Materials and Support (a) Vibe Tier partners receive basic co-branded marketing resources; (b) Epic Tier partners receive enhanced co-marketing support and expanded promotional opportunities; (c) Titan Tier partners receive priority access to marketing resources and collaborative campaign opportunities; (d) Legend Tier partners receive customized marketing support and strategic campaign collaboration.
3.4 Reservation of Rights. Fiskl is the owner of all Intellectual Property Rights in the Licensed Marks, the Marketing Materials, the Fiskl Service and any related content and technology ("Fiskl IP Rights") and Partner agrees that the Fiskl IP Rights shall remain vested in Fiskl both during the term of this Agreement and thereafter and that the use by Partner is as a licensee under the Licensor's control and subject always to the terms and conditions of this Agreement. All rights (including goodwill) arising from the use by Partner of the Licensed Marks and Marketing Materials shall inure for the sole benefit of Fiskl and Partner agrees that it will not challenge Fiskl's claim to ownership of the Intellectual Property Rights in the Fiskl IP Rights.
3.5 Notice of Infringement. Partner shall promptly notify Fiskl of any infringement or suspected or threatened infringement of the Licensed Marks or Marketing Materials that may at any time come to its notice, giving reasonable particulars.
4. REFERRAL PROCESS AND TRACKING
4.1 Referral Process. Partner shall refer Potential Customers through the Partnero platform using their unique referral links and tracking codes. Each Potential Customer shall be tracked through cookies placed by the Partnero platform with a 90-day duration.
4.2 Tracking Validation. A Referral will be attributed to Partner when: (a) The Potential Customer clicks through Partner's unique referral link; (b) The Potential Customer completes a subscription purchase within the 90-day cookie duration; (c) The subscription is validated during the Commission Review Period.
4.3 Last-Click Attribution. In cases where a Potential Customer clicks multiple Partner referral links, the last click before purchase will determine commission attribution.
5. COMMISSION STRUCTURE AND PAYMENTS
5.1 Commission Calculation. Partner shall earn a recurring revenue share commission for each Qualified Referral based on their current tier status: (a) Vibe Tier (1-50 clients): 20% recurring revenue share (b) Epic Tier (51-250 clients): 30% recurring revenue share (c) Titan Tier (251-500 clients): 40% recurring revenue share (d) Legend Tier (500+ clients): 50% recurring revenue share
5.2 Commission Terms (a) Duration: Commissions shall be paid for five (5) years from the date of first paid subscription for each Qualified Referral; (b) Review Period: All referrals are subject to a 60-day review period; (c) Claim Period: Commissions must be claimed within 18 months; (d) Minimum Payout: $100 net minimum threshold for commission payment.
5.3 Payment Processing (a) Commissions shall be processed through the Partnero platform; (b) Payments will be made within 30 days after the end of each calendar month, provided the minimum threshold has been reached; (c) Partner must maintain valid payment information in the Partnero platform; (d) All payments shall be made in USD unless otherwise specified.
5.4 Commission Adjustments (a) Refunds: Commissions paid on refunded subscriptions will be deducted from future payments; (b) Chargebacks: Fiskl reserves the right to reclaim commissions related to chargebacks; (c) Fraudulent Activity: Fiskl may withhold payment for suspected fraudulent activity.
5.5 Reporting. The Partnero platform shall provide Partner with real-time access to: (a) Referral tracking and attribution data; (b) Commission calculations and payment history; (c) Tier status and progression tracking; (d) Client activity and performance metrics.
6. OBLIGATIONS OF FISKL
6.1 Good faith. Fiskl must at all material times act in good faith towards Partner.
6.2 Provision of information. Fiskl shall provide Partner at all material times with the information the Partner reasonably requires to carry out its duties, including marketing information for and details of the Fiskl Service, and information about Fiskl.
6.3 Partner Support. Fiskl shall provide tier-appropriate support: (a) Vibe Tier: Basic onboarding and general support; (b) Epic Tier: Priority support and enhanced co-marketing assistance; (c) Titan Tier: Dedicated account management and advanced technical support; (d) Legend Tier: Strategic partnership support and custom integration assistance.
6.4 Notices of suspension or cessation of Services. Fiskl shall inform the Partner immediately if Fiskl suspends or ceases to perform the Fiskl Service.
6.5 Payment of expenses. Fiskl shall not be responsible for any expenses incurred by Partner unless such expenses have been agreed by Fiskl in writing, in advance.
6.6 Freedom of Fiskl not to pursue Referrals. Fiskl shall be under no obligation to: (a) follow up any Referral made by Partner; or (b) enter into a Subscription Contract.
7. PARTNER OBLIGATIONS
7.1 Business Standards. Partner shall: (a) Maintain valid business registration and licenses; (b) Conduct all Program activities professionally and ethically; (c) Comply with all applicable laws and regulations; (d) Follow Fiskl's partner guidelines and brand requirements; (e) Maintain accurate records of all Program activities; (f) Protect Fiskl's confidential information; (g) Participate in required partner training and certification programs.
7.2 Marketing and Promotion. Partner shall: (a) Only use approved marketing materials; (b) Clearly disclose their Partner relationship with Fiskl; (c) Comply with all applicable marketing laws and regulations; (d) Respect Fiskl's brand guidelines; (e) Obtain approval for any modified marketing materials; (f) Maintain professional standards in all promotional activities.
7.3 Client Management. Partner shall: (a) Maintain professional relationships with referred clients; (b) Provide accurate information about Fiskl services; (c) Not make unauthorized promises or guarantees; (d) Forward client support inquiries to appropriate Fiskl channels; (e) Maintain client confidentiality.
8. CONFIDENTIALITY AND DATA PROTECTION
8.1 Obligations of confidentiality. Each Party undertakes that it shall: (a) keep all Confidential Information strictly confidential; (b) not use any Confidential Information except for the purposes of performing its obligations under this Agreement; (c) not disclose any Confidential Information to any person except as expressly permitted by this Clause 8; (d) make every effort to prevent the use or disclosure of Confidential Information.
8.2 Permitted disclosures. Each Party may disclose Confidential Information: (a) to its employees, officers, representatives, contractors, or advisers who need to know such information for the purposes of performing the Party's obligations under this Agreement. Each Party shall ensure that its employees, officers, representatives, contractors, or advisers to whom it discloses Confidential Information comply with this Clause 8; (b) as may be required by law, court order, or any governmental or regulatory authority; (c) with the prior written consent of the disclosing Party.
8.3 Data Protection and Privacy. (a) Each Party shall comply with all applicable requirements of the Data Protection Legislation; (b) Neither Party shall by any act or omission cause the other Party to breach any requirement of the Data Protection Legislation; (c) Each Party shall: (i) implement appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing and accidental loss or damage; (ii) only process Personal Data in accordance with the Data Protection Legislation; (iii) not transfer any Personal Data outside the European Economic Area without the other Party's prior written consent.
8.4 Security Requirements. Partner shall: (a) maintain appropriate security measures to protect Confidential Information; (b) notify Fiskl immediately of any actual or suspected security breach; (c) comply with Fiskl's security policies and requirements as communicated from time to time; (d) ensure that any systems used to access or store Confidential Information meet industry standard security requirements.
8.5 Return or Destruction of Confidential Information. Upon termination of this Agreement or at the disclosing Party's request, the receiving Party shall: (a) return to the disclosing Party all documents and materials containing Confidential Information; (b) permanently delete all electronic copies of Confidential Information from its systems; (c) certify in writing its compliance with this Clause 8.5.
9. COMPLIANCE
9.1 Compliance. Each Party shall at its own expense comply with all laws and regulations relating to its activities under this Agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.
9.2 Business Entity Requirements. Partner shall: (a) Maintain valid business registration throughout the Agreement term; (b) Provide updated business documentation upon request; (c) Notify Fiskl of any material changes in business status; (d) Comply with all applicable business regulations and tax requirements.
9.3 Data Protection and Privacy Compliance (a) Each Party shall: (i) Process Personal Data only in accordance with the Data Protection Legislation (ii) Implement appropriate technical and organizational measures to protect Personal Data (iii) Not transfer Personal Data outside approved jurisdictions without proper safeguards (iv) Promptly notify the other Party of any Personal Data breach (v) Cooperate with the other Party in responding to data subject requests (b) Partner specifically shall: (i) Only process Personal Data as necessary for the Program (ii) Maintain records of all data processing activities (iii) Ensure staff are trained in data protection requirements (iv) Obtain Fiskl's written approval before engaging sub-processors (c) Data Processing Agreement: (i) Parties shall execute a separate data processing agreement if required (ii) Such agreement shall form part of this Agreement
10. INDEMNITIES
10.1 Partner shall indemnify, defend and hold Fiskl and its subsidiaries, affiliates, officers and employees (the "Fiskl Indemnified Parties") harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable legal fees) resulting from any claim, action, demand, fine or proceeding brought by any third party against the Fiskl Indemnified Parties arising from any of the following: (a) a breach of the Agreement by Partner; (b) the negligence, gross negligence or wilful misconduct of Partner or its employees, agents or contractors; (c) a failure by Partner or its employees, agents, contractors or invitees to comply with the laws and regulations referenced herein; (d) any misrepresentation of the Partner's relationship with Fiskl; (e) unauthorized modifications to Fiskl's Marketing Materials or services.
10.2 Partner shall be solely responsible for its operations in acting under this Agreement, including the legality of Partner's operations and materials, created and used in connection with this Agreement.
11. LIMITATION OF LIABILITY
11.1 Unlimited liability. Nothing in this Agreement shall limit or exclude the liability of either Party for: (a) Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); (b) Fraud or fraudulent misrepresentation; (c) Liability under the indemnities contained in Clause 10; (d) Any matter in respect of which it would be unlawful to exclude or restrict liability.
11.2 Limitations of liability. Subject to Clause 11.1 above, Fiskl shall not under any circumstances whatsoever be liable to Partner, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for: (a) any loss of profit, revenue, or anticipated savings; (b) any loss of goodwill or reputation; (c) any loss arising out of the lawful termination of this Agreement or any decision not to renew its term; (d) any loss that is an indirect or secondary consequence of any act or omission of Fiskl; (e) any loss related to Partner's investments in the partnership relationship; (f) any loss of potential partner benefits or tier status.
11.3 Total cap. Subject to Clauses 11.1 and 11.2 above, Fiskl's total liability to Partner in respect of any loss or damage arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total commission paid to Partner in the twelve months preceding the incident giving rise to the claim.
12. TERM AND TERMINATION
12.1 Term. This Agreement shall commence on the Effective Date and continue until terminated in accordance with this Agreement.
12.2 Termination Rights (a) By Either Party: Either party may terminate this Agreement with 30 days written notice; (b) By Fiskl: Fiskl may terminate immediately if: (i) Partner breaches any term of this Agreement; (ii) Partner engages in fraudulent activity; (iii) Partner damages Fiskl's reputation; (iv) Partner violates applicable laws; (v) Partner ceases to be a valid business entity; (vi) Partner fails to maintain minimum performance standards; (vii) Partner misrepresents their relationship with Fiskl.
12.3 Effect of Termination (a) Immediate cessation of Program activities; (b) Removal of all Fiskl marketing materials and partner badges; (c) Discontinuation of API access and integrations; (d) Payment of earned commissions subject to: (i) Completion of Review Period; (ii) Meeting minimum payment threshold; (iii) Claim Period requirements; (e) Return of confidential information; (f) Survival of applicable terms.
13. PROGRAM TIER ADVANCEMENT AND BENEFITS
13.1 Tier Calculation and Review (a) Tier status shall be calculated based on the cumulative number of active client referrals; (b) Tier status shall be reviewed monthly; (c) Partners must maintain minimum client thresholds to retain tier status; (d) Downgrades may occur if client numbers fall below tier thresholds.
13.2 Tier Benefits (a) Benefits are provided according to current tier status; (b) Benefits may be modified with 30 days notice; (c) Custom benefits for Legend tier partners shall be documented separately; (d) Access to benefits may be suspended for non-compliance.
14. API AND PLATFORM USAGE
14.1 Partnero Platform. The Program is administered through the Partnero platform. Partner agrees to comply with all platform terms of service and technical requirements.
14.2 API Usage (a) API access is granted according to tier level; (b) All API usage must comply with Fiskl's API terms of service; (c) API rate limits and capabilities vary by tier; (d) API access may be revoked for misuse or security concerns.
14.3 Integration Requirements (a) Partners must implement secure authentication methods; (b) All API calls must be made over secure connections; (c) Partners must protect API credentials and access tokens; (d) Integration implementations must be reviewed and approved by Fiskl.
15. CHANGES TO PROGRAM TERMS
15.1 Program Modifications. Fiskl reserves the right to modify Program terms, including but not limited to: (a) Commission rates and tier structures; (b) Minimum payment thresholds; (c) Review and claim periods; (d) Partner benefits and requirements; (e) Technical specifications and API access; (f) Marketing requirements and guidelines.
15.2 Notice of Changes (a) Material changes will be communicated with 30 days notice; (b) Changes will be posted in the Partnero platform; (c) Continued participation constitutes acceptance; (d) Partners may terminate if they do not accept changes.
16. MISCELLANEOUS
16.1 Business Relationship. Partner and Fiskl are independent business entities. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship.
16.2 No Assignment. Partner may not assign this Agreement without Fiskl's prior written consent. Fiskl may assign this Agreement without restriction.
16.3 Entire Agreement. This Agreement, including all referenced documents, constitutes the entire agreement between the parties regarding the Program and supersedes all prior agreements.
16.4 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.
16.5 Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect.
16.6 Force Majeure. Neither party shall be liable for failure to perform due to events beyond their reasonable control.
16.7 Notices. All notices shall be in writing and sent to the addresses specified in this Agreement.
16.8 Survival. Sections relating to confidentiality, intellectual property, indemnification, limitation of liability, and any other provisions that should reasonably survive shall continue after termination.
