1.1 We operate the website, the HR Trove hrtrove.com (the "website"). We are Towers Watson Delaware Inc., a company registered in Delaware under company number 520826 and with our registered office at 901 North Glebe Road, Arlington Gateway, Suite 6000, Arlington Virginia 22203 ("we", "our", "us" or "WTW").
1.3 References in these Terms to "you" are to the business or organization that you have the authority to bind. Purchases made through the website are made by the business or organization that you have authority to bind.
1.4 Please read these Terms carefully and make sure that you understand them, before ordering any Products. Please note that by ordering any of the Products, you agree to be bound by these Terms and the other documents expressly referred to in them.
1.5 We recommend you print a copy of these Terms for future reference. We amend these Terms from time to time. Every time you wish to order Products, please check these Terms to ensure you understand the terms which will apply at that time. These Terms were most recently updated in April 2017.
1.6 The Products on our website are either sold to you by us (the "WTW Products") or by Third Party Sellers (the "Third Party Products"), as indicated on the relevant Product page.
If you make any purchases of:
(a) WTW Products, you must comply with the terms set out in Section 1, Part A, and Part C of these Terms and a contract for the supply of the relevant Products will arise between you and us; and
(b) Third Party Products, you must comply with the terms set out in Section 1, Part B, and Part C of these Terms and any third party terms linked on the Product page. A contract for the supply of the relevant Products will arise between you and the relevant Third Party Seller on the basis of Section 1, Part B, and Part C of these Terms and those made available on the applicable Product page. In accepting Orders for Third Party Products, we act as commercial agents on behalf of such Third Party Sellers.
1.7 Where you agree to purchase Third Party Products:
(a) subject to this section 1.7, we are not responsible for the delivery, performance or any loss or damage caused by such Third Party Products, except where the delivery issue is a result of our website in which case we will use reasonable endeavors to resolve the issue;
(b) where you identify an issue with any Third Party Products, you may notify us in accordance with section 9 of these Terms but we do not promise to be able to resolve any such complaint nor do we accept any responsibility or liability for such issues.
1.8 For Third Party Products your purchase may be effected outside of the website directly with the Third Party and not through our website. Any such purchase shall be directly between you and the Third Party and these Terms will not apply. We will have no liability or responsibility for any such transactions. In addition, for certain WTW Products, your purchase may be effected outside of the website. This will be clear from the relevant Product description and/or the website.
1.9 Please note that a Third Party Seller may take a decision to discontinue a Third Party Product. Any such decision in entirely a matter for the Third Party Seller, and WTW is not responsible for any such decisions.
1.10 We may use a third party hosting supplier to provide hosting services (including Cloud hosting services) for some of the Products and, without prejudice to the additional limitations and exclusions of our liability in section 13, our liability to you (howsoever arising, including in negligence) in connection with such hosting services (or any failure of such hosting services) shall not exceed the amounts recovered by us from the third party hosting supplier in respect of your loss in such circumstances.
2. THE PRODUCTS
2.1 Product descriptions. Products may vary slightly from their pictures and descriptions. The images of the Products on our website are for illustrative purposes only.
2.2 Limitations on use. The Products supplied by us and the Third Party Sellers (as applicable) are supplied for your internal business use only. You agree that you will not use the Products for any personal, domestic or resale purposes nor provide the Products to any third party without our prior written consent. The website and the Products do not constitute accounting, broking, investment, insurance, consulting, legal, tax or any other form of advice. Neither we nor the Third Party Sellers have any liability to you for any loss of profit, loss of business, business interruption or loss of business opportunity.
2.3 Any reference to a specific date or piece of legislation in a particular Product are to such dates and legislation as was applicable at the time the Product was developed. Such dates, legislation and any other information may be subject to change.
3. PRICE AND PAYMENT
3.1 Where to find the price for the Products. The prices of the Products will be the prices indicated on the Product pages and the order pages when you submit your request for Products on the website (your "Order"). While we try to ensure that the prices of the Products that appear on our website are accurate, there may be cases where errors occur. Please see section 3.2 for what happens if we discover an error in the price of the Products you Order.
3.2 What happens if we got the price wrong. If we (or, if applicable, the Third Party Seller) discover an error in the price of any Products that you have ordered, we (or, if applicable, the Third Party Seller) will inform you of this as soon as possible and we will give you the option of reconfirming your Order at the correct price or cancelling it. If we (or, if applicable, the Third Party Seller) are unable to contact you, your Order will be treated as cancelled. If you choose to cancel and you have already paid for the Products, you will receive a full refund.
3.3 When you must pay and how you must pay. We accept payment for all Products by credit card. You must pay for the Products before we or the Third Party Seller (as applicable) dispatches them, makes them available for download or otherwise make them available to you.
3.4 Using store credit and/or discount codes. We may provide you with store credits and/or discount codes that may be applied against specific Products (or classes of Products) or generally against Orders to reduce the balance payable. All such store credits and discount codes shall be non-transferable (other than within your business or organization), cannot be withdrawn as cash unless required by law, and are subject to any terms (including expiration dates) we specify in respect of such store credits and/or discount codes.
4. ORDERING PROCESS
4.1 Before you make an Order. To order Products you must be over 18 years of age. By placing an Order, you are promising that all details you provide are true and accurate, that you are over 18 years of age with authority to bind the business or organization, that you are an authorized to place the Order and purchase the Products and that there are sufficient funds in the business or organization that you are binding to cover the cost of your Order.
4.2 Placing an Order. Our website allows you to check your Order and correct any errors before submitting it. Please take the time to read and check your Order as you are responsible for ensuring that the information you provide is accurate. By completing the check-out process and placing an Order, you are offering to purchase the Products from us and the Third Party Sellers (as applicable). All Orders are subject to availability and confirmation of the Order price.
4.3 How we will accept your Order. Our acceptance of your Order will take place when you receive the order confirmation page (hrtrove.com/checkout/completed), at which point a contract will come into existence between you and us (where you are ordering WTW Products) and/or between you and the relevant Third Party Seller (where you are ordering Third Party Products). We act as commercial agents on behalf of any Third Party Sellers when accepting Orders on their behalf. We may refuse to accept an Order in our sole discretion. In addition to receiving the confirmation order page, we will also email you the receipt to confirm your Order.
4.4 How we will fulfill your Order. Once we have confirmed your Order and your credit card payment has been processed and accepted, we shall then proceed to fulfill the Order, and make the Products available to you. Fulfillment for most Products will be immediate after confirmation or may, for certain other Products, follow on shortly after confirmation of your Order. We shall endeavor to let you know the timescales involved if fulfillment is not immediate. We may refuse to fulfill an Order in our sole discretion in which case we shall refund you for the relevant Products.
4.5 If we cannot accept your Order. If we are unable to accept your Order (or any part thereof) or are unable to fulfil the Order, we will inform you of this via email and we will refund you for the relevant Products.
4.6 Your order number. We will assign an order number to your Order and tell you what it is when we accept your Order. It will help us if you can tell us the order number whenever you contact us about your Order.
5. PROVISIONS APPLICABLE TO DIFFERENT PURCHASES OF WTW PRODUCTS
5.1 A range of WTW Products are available for purchase through our website. Your rights and responsibilities in relation to each category of WTW Product vary in accordance with the following table:
Where you purchase a Hosted Product you can use it in the following manner:
- You may only install and use it in object code form for your commercial purposes (as applicable).
- It is a non-exclusive license to use the Hosted Product and such license only lasts for the term of the license granted as set out on the Product page for the applicable Hosted Product.
- You may not transfer the Hosted Product to anyone else.
- You may only grant access to the Hosted Product to authorized users who are your employees or contractors.
- You may not create any Hosted Product that is substantially similar in its expression to the Hosted Product purchased.
- You may only access the Hosted Product on the basis, and subject to any restrictions, set out on the Product page for the Hosted Product
- You may only access a Hosted Product from your own internal websites or intranet.
- You may only use the Hosted Product for internal purposes within your business or organization and use the Hosted Product only for the purposes for which it is intended and for no other purpose.
- For Hosted Video and Hosted Audio, you may not download the raw file.
Where reasonably requested by us, you shall provide us with a current list of your authorized users of the Hosted Product, which shall be held by us and used to facilitate access to the Hosted Product.
Where you wish to grant access to the Hosted Product to your individual contractors, any third party or directors, employees and individual contractors of any third party, our express prior written consent shall be required and we may: (i) impose reasonable conditions on such consent including, without limitation, requiring you to pay reasonable additional fees and/or requiring the third party to enter into a direct agreement with us; and (ii) withhold our consent at our absolute discretion, including where any third party is a competitor or an individual contractor is, or is employed by, a competitor;
You shall ensure that each authorized user of the Hosted Product keeps any password(s) for their use of the Hosted Product secure and confidential, that such password(s) are changed no less frequently than once every ninety (90) days and that each authorized user does not share their password(s) to allow any other employees, contractors (individuals or otherwise), representatives and agents of the customer or any other individual or third party to access the Hosted Application.
You shall use your best endeavors to prevent any unauthorized access to, or use of, the Hosted Application and shall notify us promptly of any such unauthorized access or use.
You shall use your best endeavors to prevent downloading of Hosted Video and Hosted Audio.
You may not copy or store the Hosted Product on your own systems nor post the Hosted Product on any external website.
Where you purchase a Digital Download you can use it in the following manner:
- You may only use it for your own internal business purposes and must not sell or provide it to any third party without our prior written agreement.
- It is a non-exclusive license to use the Digital Download and such license only lasts for the term of the license granted as set out on the Product page for the applicable Digital Download.
- You may make backup copies for your own lawful use.
- You may sub-license a third party provider of IT services to use the document or tool solely in support of your own internal business purposes.
You must not remove our trade mark, copyright notice or any other proprietary notice from the Digital Download (unless it has been delivered in a format intended to permit alteration or change).
You must not alter or change the Digital Download if it has been delivered in a format intended to prevent alteration or change.
6. DELIVERY OF THE WTW PRODUCTS
6.1 Our obligation to deliver. We shall use reasonable endeavors to make WTW Products available for download or delivery promptly following the acceptance of a relevant Order and receipt of the payment in full, but we cannot guarantee that the website will be available or the Products downloadable at any given time so time shall not be of the essence of any Order.
6.2 We are not responsible for delays outside our control. If our supply of the WTW Products is delayed by an event outside our control then we will contact you as soon as possible to let you know. We will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any WTW Products you have paid for but not received.
7. ACCESS TO WTW PRODUCTS
7.1 Access to WTW Products. We do not guarantee that any WTW Products, or any content therein, will always be available or be uninterrupted. Access to the WTW Products is based on the type of Product purchased and the terms of the purchase (e.g. length of subscription). We may suspend, withdraw, discontinue or change all or any part of the WTW Products without notice and we may from time to time carry out routine and emergency maintenance of the WTW Products, during which time you may be unable to access the WTW Products. We will not be liable to you if for any reason the WTW Products are unavailable at any time or for any period.
7.2 Responsibility for equipment. You are responsible for making all arrangements necessary (including configuring information technology, computer programs and platform, and using your own virus software) in order for it to access and/or use the WTW Products.
7.3 Responsibility for content. To the extent that any part of the WTW Products allows you (or your end users, as the case may be) to upload content, or to make contact with other users, you (and your end users (as the case may be)) must not store, distribute or transmit any virus, or any material, information or data through the WTW Products that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, color, religious belief, sexual orientation, disability, or any other illegal activities.
7.4 Content warranty. You warrant that any such contribution made by yourself (or your end users) complies with those standards, and you will be liable to us and indemnify us for any losses, damages, costs or expenses arising as a result of any breach of this warranty.
7.5 Intellectual Property in WTW Products. We shall at all times retain ownership of all intellectual property rights in the WTW Products, including all subsequent copies of and modifications, adaptations, amendments and additions to the WTW Products and all associated documentation.
7.6 Freedom to use know-how. Subject to section 15, you hereby acknowledge that we may use any knowledge or knowhow gained from working with you in respect of any WTW Products (including ideas provided by you) including to enhance, update, upgrade, correct add to or amend the WTW Products.
8. IF THERE IS A PROBLEM WITH THE WTW PRODUCTS
8.1 How to tell us about your problems. If you have any questions or complaints about the WTW Products, please contact us.
8.2 Obligation to report issues. If any WTW Products are not made available or downloadable or are faulty or have been mis-described on this website, then you must notify us within 28 days after the date the relevant Order was accepted by us and we had proceeded to fulfill the Order. If no such issues are notified to us within such period, you shall not be entitled to seek the remedies set out below in section 8.3
8.3 Our response to issues. Other than as set out below, all Orders are final and non-refundable. Where there is either (a) a material fault with a WTW Product that has not arisen as a result of you (i) failing to follow instructions provided with the WTW Product or otherwise using the WTW Product in breach of these Terms and/or any other terms notified to you, (ii) amending, modifying, customizing or configuring the WTW Product, or (iii) using the WTW Product in combination with any other products, software or equipment, or (b) where there has been a failure on our part to make the WTW Product available or downloadable (e.g. for technical reasons), we may, at our option:
(a) repair or replace the WTW Product; or
(b) partly or fully refund you for those WTW Products and end the contract with you.
8.4 Exclusion of other remedies. This section 8 shall, to the fullest extent permitted by law, constitute your sole remedy in respect of (i) any defects or errors in the relevant WTW Products, or (ii) any failure to deliver any WTW Products.
8.5 How we will refund you. We will refund you the price you paid for the WTW Products, by an appropriate payment method.
PART B - PURCHASING PRODUCTS SOLD BY THIRD PARTIES
9. THIRD PARTY PURCHASING PROCESS AND OUR CONTRACT WITH YOU
9.1 When you place an Order for any Third Party Products on our website, you are purchasing them from the Third Party Sellers named on our website. It is important that you understand that the contract for the Purchase of Third Party Products is between you and the relevant Third Party Sellers on the terms linked on the Product page. We are authorized by the relevant Third Party Sellers to conclude the contract as commercial agents on their behalf but we are not a party to that contract and you are not purchasing the Third Party Products from us. As referenced in section 1.7 above, these Terms shall not apply to any purchase by you of Third Party Products directly via the Third Party Seller and offline from our website.
9.2 Third Party Product descriptions. We attempt to be as accurate as possible in the description and details of the Third Party Products. However, as the descriptions and details are based on information provided to us by the Third Party Sellers, we cannot guarantee that any descriptions are totally accurate, complete, reliable or error-free. If Third Party Products that you have ordered are not as described, flawed or of a lower quality than the corresponding market standards, you can contact us via a support request and we shall provide you with contact details for the relevant Third Party Seller to allow you to contact the Third Party Seller to pursue your complaint directly with the Third Party Seller. Should the Third Party Seller agree to refund you the purchase price for the Products, we will facilitate such refund through the website as applicable.
9.3 Third Party Seller complaints. We request that all Third Party Sellers using our website have and maintain reasonable business policies which comply with our own business policies. We cannot, however, be responsible for the Third Parties' business policies. If you are unhappy with the conduct or service of a Third Party Seller, you should contact us via at email@example.com and we will liaise with the relevant Third Party Seller on your behalf to try and resolve the issue.
9.4 Identity of Third Party Seller. The identity of the Third Party Seller is shown on a webpage for each of the Third Party Products.
10. OBLIGATIONS ON YOU WHEN MAKING PURCHASES OF THIRD PARTY PRODUCTS
10.1 You shall comply with any requirements set out in the Third Party Seller’s terms of purchase made available on the applicable Product page or as otherwise apply to your purchase and/or use of the Third Party Products.
11. DELIVERY OF THE THIRD PARTY PRODUCTS
11.1 Delivery of the Third Party Products is the responsibility of the relevant Third Party Seller. We are not responsible for the delivery of Third Party Products but, where Third Party Products are stated to be downloadable from this website, we shall use reasonable endeavors to make such Third Party Products available following the fulfillment of a relevant Order but we cannot guarantee that the website will be available or the Third Party Products downloadable at any given time.
PART C – OTHER TERMS
12.1 You shall defend, indemnify and hold harmless us and any related persons against any and all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Products in breach of these Terms, any contract for the supply of Products or any reasonable instructions from us or any relevant Third Party Seller.
12.2 You shall promptly notify us of any actual or threatened claim by a third party that your use of any WTW Product infringes the intellectual property rights of any third party (“IP Claims”).
12.3 Subject to the provisions of section 12.2, this section 12.3 and sections 12.4 to 12.6, we shall indemnify you and hold you harmless in respect of all damages and reasonable costs (including legal fees) and expenses arising directly from an IP Claim which is valid and enforceable in the legal jurisdiction in which the IP Claim is commenced provided that:
12.3.1 you shall not admit any liability or agree to any settlement or compromise of an IP Claim without our prior written consent;
12.3.2 we shall be entitled at any time from notification in accordance with section 12.2 to assume exclusive conduct of the IP Claim (which shall include, but not be limited to, the exclusive right to conduct any proceedings or action, negotiate the settlement of the IP Claim and to conduct all discussions and dispute resolution efforts in connection with the IP Claim);
12.3.3 you shall, at our request, cost and expense, give us all reasonable assistance in connection with the conduct of the IP Claim;
12.3.4 you give us prompt notice of any IP Claim or threatened IP Claim in accordance with section 12.2; and
12.3.5 you take all reasonable steps to mitigate any liabilities which are the subject of the indemnity in this section 12.3.
12.4 If any IP Claim is made, or in our reasonable opinion is likely to be made, against you, we may at your option and expense:
12.4.1 obtain for you the right to continue using the WTW Product; or
12.4.2 modify or replace the infringing part of the WTW Product so as to avoid the infringement or alleged infringement, but in such a way that does not materially adversely affect the functionality of the WTW Product; or
12.4.3 terminate any relevant contracts for supply of WTW Products and refund any fees paid in respect of any period following such termination.
12.5 Sections 12.3 and 12.4 shall not apply to any IP Claim which arises from any changes, modifications, updates or enhancements made to the WTW Products other than by us.
12.6 The provisions of sections 12.2 to 12.5 inclusive state the entire liability of us to you in connection with an IP Claim and shall be your sole and exclusive remedy in that regard.
13. LIMITATION OF LIABILITY
13.1 When you Order any Third Party Products on our website, the contract for the Purchase of Third Party Products is between you and the relevant Third Party Sellers. We are not responsible for any loss or damage you suffer that is a result of a Third Party Seller breaking that contract or a Third Party Seller failing to use reasonable care and skill.
13.2 You shall bring any claims in respect of Third Party Products against the relevant Third Party Seller and not us.
13.3 Where required by law, nothing in these Terms shall limit or exclude our liability for: (i) death or personal injury resulting from negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any liability which cannot be limited or excluded by applicable law.
13.4 Subject to section 13.3, our total aggregate liability (whether in contract, misrepresentation (whether tortious or statutory), tort (including negligence), restitution, breach of statutory duty or otherwise)) arising out of or in connection with any loss or damage suffered by you in connection with the supply of any WTW Product shall be limited to the total sums actually paid by you for the relevant WTW Product.
13.5 Subject to section 13.3, we shall have no liability (whether in contract, misrepresentation (whether tortious or statutory), tort (including negligence), restitution, breach of statutory duty or otherwise) under or in connection with these Terms or in connection with the supply of any WTW Products in respect of any: (i) indirect or consequential losses, damages, costs or expenses; (ii) loss of actual or anticipated profits; (iii) loss of contracts, loss of business or loss of opportunity; (iv) loss of use of money; (v) loss of anticipated savings; (vi) loss of revenue or ex gratia payments; (vii) loss of goodwill or reputation; (viii) loss of operation time; or (ix) loss of, damage to or corruption of, data (in each case, except (i), whether such losses are direct, indirect, consequential, incidental, punitive, special, or otherwise, and, in each case, including (i), regardless of whether or not the party has been notified of the possibility of such loss, damage, cost or expense).
13.6 Except as expressly set out in these Terms and to the extent permitted by law, we do not warrant, represent, undertake or agree that (i) the Products will meet your requirements nor that any recommendations derived from the Products will deliver any particular benefits if implemented; (ii) that the operation of the Products will be uninterrupted or error-free; (iii) that defects in the Products will be corrected; (iv) that the Products will be secure or free from bugs or viruses; or (v) that the functions of the Products will operate in the combinations which you select for use; and (vi) we disclaim all other conditions, warranties or other terms which might have effect between the parties with respect to the website or the Products, or be implied or incorporated into these Terms or any contract for supply of the Products, whether by statute, common law or otherwise, including any implied conditions, warranties, or other terms relating to merchantability, satisfactory quality, reasonable skill and care, fitness for any particular purpose or ability to achieve a particular result, non-infringement, or those arising from a course of dealing or usage of trade.
14. DATA PROTECTIONS
14.1 If we process any personal data on your behalf when performing our obligations under these Terms or pursuant to any contract to supply WTW Products, you shall be the data controller and we shall be a data processor and in any such case:
(a) you acknowledge and agree that the personal data may be transferred between jurisdictions in order to supply the WTW Products and our other obligations under these Terms;
(b) you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with these Terms on your behalf (and shall use appropriate encryption to ensure personal data is securely transferred);
(c) you 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) we shall process the personal data only in accordance with these Terms; and
(e) we and you shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage.
15.1 “Confidential Information” means any information obtained from the other party if it is either designated as confidential or a reasonable person would reasonably consider it to be confidential. It does not include information which the recipient can show to the other party's satisfaction was independently developed or discovered by it without access to the other party's Confidential Information, or was legitimately in the public domain or received from a third party (in each case) other than by breach of any confidentiality obligation.
15.2 We and you shall each: (i) use the Confidential Information of the other party only as permitted under these Terms and will use the same standards as it applies to its own Confidential Information, but in no event less than reasonable measures, to prevent the disclosure of such Confidential Information to any third party without the other party’s prior written consent; and (ii) procure that its employees and Authorized Users are bound to the standard of confidentiality required under these Terms. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party pursuant to the order or requirement of a court, administrative agency or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to enable them to contest such order or requirement.
16. FORCE MAJEURE
16.1 “Force Majeure” means circumstances beyond our reasonable control including strikes, lock-outs or other industrial disputes (whether involving our workforce or the workforce of any other party), act of god, war, riot, civil commotion, act of terrorism, malicious damage, breakdown of plant or machinery, changes in law or regulation, fire, flood, storm, earthquake, explosion, or default of suppliers or sub-contractors.
16.2 We shall be under no liability to you in any way whatsoever for any breach of our obligations under these Terms or for a delay in performing them to the extent that such breach or delay results from Force Majeure. Subject to us promptly notifying you in writing of the reasons for the breach or delay (and the likely duration of any delay), the performance of our obligations shall be suspended during the period that the Force Majeure circumstances subsist and we shall be granted an extension of time equal to the period of the delay.
17. COMPLIANCE WITH LAW; ANTI-BRIBERY AND CORRUPTION
17.1 You hereby represent that you shall (and shall ensure that your affiliates, representatives, agents, sub-contractors, suppliers and employees shall) comply with all applicable laws and regulations, including anti-bribery laws and regulations, which include the US Foreign Corrupt Practices Act and the UK Bribery Act 2010.
17.2 You warrant that you shall not (and shall ensure that your affiliates, representatives, agents, sub-contractors, suppliers and employees shall not) give, offer or make (either directly or through a third party) the payment of any financial or other advantage to any third parties, which would cause us or any group companies or agents to be in violation of any applicable anti-corruption laws, including the US Foreign Corrupt Practices Act and the UK Bribery Act 2010.
17.3 You shall disclose to us all payments you (and/or your affiliates, representatives, agents, sub-contractors, suppliers and employees) have made, are obligated to make or intend to make to any agents, brokers, intermediaries or other third parties in connection with the awarding of or maintenance of any Order(s) under the relevant legislation.
17.4 If you breach the relevant provisions of this section 17, or otherwise act in contravention of anti-corruption legislation or human rights law, then we shall have the right to terminate your access to the website and any contract(s) to supply WTW Products without notice and with immediate effect.
18. ENTIRE AGREEMENT
18.2 Each party acknowledges that at the point of agreeing to each Order, it is not relying on, and shall have no rights or remedies (whether in tort (including negligence), under statute or otherwise) in respect of any statements, collateral or other warranties, assurances, undertakings or representations (whether innocently or negligently made) by the other party in relation to the subject matter of such order, except for those rights and remedies available under these Terms.
18.3 Nothing in this section 18 shall exclude or restrict the liability of either party arising out of fraud, fraudulent misrepresentation or fraudulent concealment.
19.1 You shall not assign or transfer or subcontract any of your rights, benefits or obligations under these Terms without our prior written consent (not to be unreasonably withheld or delayed).
19.2 We may assign or transfer (by operation of law or otherwise) our rights and obligations under these Terms to a group company. We may sub-contract any of our rights or obligations under these Terms to a third party (including any group company) and we accept liability for the acts and omissions of any sub-contractors as if they were acts or omissions of our own.
19.3 Other than you and us, no third party has any right to enforce any provision of these Terms, including under any applicable legislation otherwise entitling them to do so.
19.4 The rights, powers and remedies provided in these Terms to us are (except as expressly provided) cumulative and not exclusive of any rights, powers and remedies provided by applicable law, or otherwise.
19.5 Nothing in these Terms shall be deemed to constitute a partnership, or create a relationship of principal and agent for any purpose between the parties.
19.6 The failure to exercise, or delay in exercising, a right, power or remedy provided by these Terms, or by applicable law shall not constitute a waiver of that right, power or remedy. If a party waives a breach of any provision of these Terms it shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision. Any waiver must be given in writing and signed by an authorized representative of the party providing the waiver.
19.7 If any provision, or part of a provision, of these Terms or any contract for the supply of WTW Products, is found by any court or authority of competent jurisdiction to be illegal, invalid or unenforceable, that provision or part-provision shall be deemed not to form part of the agreement between you and us and the legality, validity or enforceability of the remainder of the provisions of these Terms and the contract(s) for the supply of WTW Products shall not be affected, unless otherwise stipulated under applicable law.
20. LAW AND JURISDICTION
20.1 These Terms and any dispute or claim arising out of or in connection with either these Terms, any contract(s) for the supply of WTW Products or their subject matter or formation (including any dispute or claim relating to non-contractual obligations) shall be governed by and construed in accordance with United States of America’s federal law and New York state law without regard to the conflict of law provisions thereof. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply to these Terms.
20.2 You agree to submit any dispute arising out of or in connection with these Terms, any contract(s) for the supply of WTW Products or their subject matter or formation (including any dispute or claim relating to non-contractual obligations) to the exclusive jurisdiction of the federal and state courts with jurisdiction in New York, New York.