Medtech Compass

Version 1.0 | Effective date: 21/09/2026

These Terms govern subscriptions to and use of MedTech Compass, including its content, reports, downloads and included support. They apply with the accepted Order and any expressly incorporated schedules. The service is offered for business purposes only.

Important provisions include the permitted-use and export limits in clauses 8 and 9, the decision-support limitations in clause 10, renewal in clause 7, and the allocation of liability in clause 18. The Customer should review these before accepting an Order.

1. Supplier and contact details

1.1 MedTech Compass is operated by Health Analytical Solutions Limited, registered in England and Wales under company number 08843582, whose registered office is Faircroft House, 101 Ryles Park Road, Macclesfield, Cheshire, SK11 8AL ("HAS", "we", "us" or "our").

1.2 Service, contractual and legal notices may be sent to mtcsupport@healthanalyticalsolutions.co.uk, subject to clause 23. Proceedings must be served in accordance with the applicable court rules.

2. Definitions and scope

2.1 "Customer" means the business or organisation identified in the accepted Order. "Authorised User" means an individual the Customer is entitled to nominate under that Order. "Order" means an order form, quotation expressly accepted as an order, or electronic order record setting out the agreed subscription. "Service" means the MedTech Compass modules, access and support specified in the Order.

2.2 "Outputs" means reports, visualisations, exports, mappings and other results provided by the Service. "Source Material" means third-party data, publications, classifications and reference materials used or linked by the Service. "Customer Materials" means information and materials the Customer is permitted to supply to us, excluding Source Material and our own materials.

2.3 "Subscription Term" means the initial term in the Order and any agreed renewal. "Contract Year" means each successive 12-month period beginning on the start date, including any shorter final period. "Business Day" means a day other than Saturday, Sunday or a public holiday in England. References to writing include email and an electronic acceptance record.

2.4 MedTech Compass supports analysis of NHS activity, reimbursement, coding, comparable products, innovation pathways and related market context. It is not a patient-care system, clinical decision tool, coding submission service or professional advisory engagement. Bespoke consultancy requires a separate written agreement.

3. Contract formation and priority

3.1 A subscription contract is formed when we and an authorised representative of the Customer accept an Order that identifies these Terms and the relevant version. Acceptance may be by signature or an affirmative electronic acceptance process followed by our acceptance confirmation. A Customer purchase order or other document does not impose additional terms unless we expressly agree them in writing.

3.2 The person accepting for the Customer confirms authority to bind it. An employee activating an account does not, solely by that activation, agree to pay the Customer's fees personally or create a paid subscription for the Customer. Authorised Users must accept the use restrictions presented to them before access and comply with the Customer's instructions consistent with the contract.

3.3 For a conflict, the order of priority is: a signed variation expressly identifying the provision changed; an applicable data processing agreement for its subject matter; the accepted Order; these Terms; and the Data Sources and Accuracy Notice. A source-specific licence governs rights in its Source Material. Neither an Order nor this contract grants rights we do not hold.

3.4 The Privacy and Cookie Notice describes personal data processing and is not a contractual consent form or a mechanism for changing subscription terms. The Data Sources and Accuracy Notice is incorporated as an explanation of the Service, subject to clause 22 and the express commitments in these Terms.

4. Eligibility and authorised access

4.1 The Customer must act wholly for its trade, business, craft or profession and not as a consumer. Authorised Users must be at least 18, use a genuine business identity and have authority to use the Service for the Customer. A sole trader may qualify where subscribing for business purposes.

4.2 Access is limited to the legal entities, number of named users, modules and territories in the Order. Group companies, distributors, agencies, consultants and other third parties are not covered unless expressly included. In the absence of an agreed wider territory, access and permitted use are limited to the United Kingdom. Overseas access remains subject to source licences and applicable law.

4.3 The Customer is responsible for Authorised Users' compliance and for promptly removing access when it is no longer authorised. Users may not share seats or accounts. A seat may be reassigned to a genuine replacement user through the agreed administration process, not rotated to avoid subscription limits.

5. Accounts and security

5.1 The Customer and Authorised Users must provide accurate account information, protect access credentials, use available or required security controls and notify us promptly of suspected compromise. The Customer must maintain suitable devices, connectivity and security on systems it controls.

5.2 We may use proportionate account and usage records to administer entitlements, detect misuse and protect the Service, as explained in the Privacy and Cookie Notice. We may request reasonable information to investigate an apparent licence breach. This does not grant an unrestricted right to inspect the Customer's systems or unrelated records.

6. Subscription, trials, fees and payment

6.1 The Order must state the start date, initial term, included modules, users and fees. Fees are in pounds sterling and exclusive of VAT unless stated otherwise. They are payable on the schedule in the Order, or, where an invoice is issued without a different agreed due date, within 30 days of the invoice date. A requirement for advance payment must be stated in the Order.

6.2 An instalment schedule does not make a fixed-term subscription cancellable monthly. Fees for the committed Subscription Term remain payable except where the Customer has an express termination, refund or other remedy under the contract or applicable law. Unused access, user departures and a decision not to use the Service do not, by themselves, create a refund right.

6.3 Additional modules, seats, implementation work, consultancy and other services require an agreed variation or additional Order. The Customer's internal purchase order process does not postpone payment of a valid invoice. The Customer must notify us promptly of a genuine invoice dispute, explain it reasonably and pay the undisputed amount on time.

6.4 For undisputed overdue business debts, we may claim statutory interest, fixed compensation and reasonable recovery costs to the extent provided by the Late Payment of Commercial Debts (Interest) Act 1998 and applicable regulations. We will not recover the same loss twice. Suspension for non-payment is governed by clause 20.

6.5 A free trial or evaluation must state its duration and scope in an Order or written trial confirmation accepted by the Customer. It is for evaluation only and does not automatically convert to a paid subscription. Paid access requires affirmative acceptance of the price, term and relevant subscription terms. Trial access may be restricted or ended on reasonable notice, or immediately for the risks identified in clause 20. No production availability or service levels are included in a trial unless expressly agreed.

7. Renewal and price changes

7.1 There is no automatic renewal unless the accepted Order expressly provides for it. Otherwise, the subscription expires at the end of its stated term unless the parties accept a renewal Order.

7.2 Where automatic renewal is expressly agreed, the renewal period and any specific notice requirements must be set out in the Order. Unless the Order states a different period, either party may prevent renewal by written notice at least 30 days before the current term ends. We will send the Customer's nominated contact a renewal reminder reasonably before that deadline.

7.3 Fees remain fixed for the current committed term unless an agreed change in scope or a tax change applies. A proposed increase for an automatic renewal must be notified at least 60 days before renewal and before the non-renewal deadline. Without timely notice, the existing subscription price applies to that renewal unless the Customer expressly accepts the new price.

7.4 Cancellation of a direct debit, payment method or user account is not notice of non-renewal or termination. Notice must be given using clause 23 or an expressly agreed cancellation process.

8.1 During the Subscription Term, subject to payment and compliance, we grant the Customer a non-exclusive, non-transferable right for its Authorised Users to access the agreed Service for the Customer's internal business purposes, together with the limited sharing permission in clause 8.3. The licence is terminable only as provided by the contract.

8.2 Users may download or print Outputs only through enabled functionality and within agreed limits. Exports do not transfer ownership of the Service, our compilations, methods or software. Neither an export button nor payment removes source-specific restrictions, including restrictions on territory, adaptation, attribution or redistribution.

8.3 Unless an Order or source-specific condition prohibits it, the Customer may include limited, non-substantial extracts of permitted Outputs in its own business cases, analyses and presentations, including non-public discussions with NHS bodies, healthcare providers and prospective customers concerning the Customer's own products or services. The Customer must retain relevant source, date, qualification and attribution information; distinguish its own analysis; avoid misleading alteration; and not provide a substitute for a subscription or a standalone data service.

8.4 Clause 8.3 does not permit bulk data delivery, public posting, resale, syndication, paid consultancy using the Service as a third-party data service, or access by another organisation to the Customer's account. Wider use, including publication, must be expressly authorised by us and permitted by the relevant rights holder. Required publisher permissions take priority over general sharing permissions.

8.5 Subject to source-specific terms, the Customer may retain lawfully created static Outputs and documents containing permitted extracts after expiry for internal records and continued use of those existing documents for their original permitted purpose. This does not permit fresh extraction, updates, new redistribution services or continued platform access. On notice of an unlawful disclosure or materially misleading error, the Customer must take reasonable steps to stop further use of affected content and correct recipients where appropriate.

8.6 Restrictions on platform access and our materials do not remove rights the Customer independently has in genuine open-licensed information or material obtained directly from its publisher. We do not claim exclusive ownership of public-domain facts. Such independent rights do not authorise circumvention of platform access controls or copying of our protected software, presentation or original compilations.

9. Acceptable use and prohibited material

9.1 The Customer and its users must not use the Service unlawfully, fraudulently or misleadingly; access another customer's information; bypass access limits; introduce harmful code; interfere with availability or security; or conduct unauthorised penetration tests. A suspected vulnerability should be reported privately to us without exploiting it beyond what is lawfully necessary to identify the issue.

9.2 Without our written permission, users must not scrape, crawl, harvest or automate extraction; use an API not expressly supplied for that purpose; systematically reconstruct the database; resell or sublicense access; or use our protected materials to build or supply a competing database or subscription product. This does not prohibit independently developed services using lawfully obtained public information.

9.3 Users must not reverse engineer, decompile or disassemble software except to the extent a non-excludable statutory right permits it. They must not remove proprietary or attribution notices, imply endorsement by us or a source publisher, or misrepresent estimated or interpreted information as an official determination.

9.4 Users must not submit patient-identifiable information, special category personal data, criminal-offence data, confidential third-party records or other material they are not entitled to disclose. No customer upload or support channel is authorised for patient data merely because it accepts files or text. Users must not attempt to identify individuals from aggregated or suppressed data or combine data to defeat disclosure controls.

9.5 Without our written permission and all required source permissions, users must not supply our non-public content, substantial platform extracts or restricted Source Material to an external artificial intelligence service for model training, public reuse or onward disclosure. Independently obtained open information remains subject to its own licence.

10. Data sources, interpretation and reliance

10.1 The Data Sources and Accuracy Notice explains the nature and limitations of the information. Source Material may contain errors, delays, revisions, suppressed values or inconsistent definitions. Our mappings, classifications, calculations and interpretations are not official determinations unless the underlying official material is expressly identified as such.

10.2 The Service does not guarantee a particular code, Healthcare Resource Group, payment, reimbursement amount, commissioning position, procurement outcome, regulatory status, market opportunity or commercial result. A figure or mapping is not a patient-specific coding instruction or confirmation that a provider will receive that amount.

10.3 The Customer remains responsible for checking current sources, relevant dates, local circumstances and its proposed use, and for obtaining qualified advice where appropriate. Outputs must not be the sole basis for clinical, legal, regulatory, procurement, reimbursement, investment or similarly significant decisions. The Customer must not present the Service as an NHS, government or regulatory approval.

10.4 These limitations describe the agreed purpose and allocation of responsibility. They do not excuse our failure to exercise the reasonable care and skill promised in clause 17 or exclude liability that cannot lawfully be excluded.

11. Availability and changes to the Service

11.1 We will use reasonable care and skill to provide the subscribed Service substantially in accordance with its agreed description. Unless an Order incorporates a service-level agreement, no particular uptime percentage, response time, refresh interval, recovery time or service credit is promised. We do not guarantee uninterrupted or error-free operation.

11.2 We may make routine updates, correct errors, improve security and change presentation or methodology. We will use reasonable efforts to minimise unnecessary disruption and, where practicable, give advance notice of planned maintenance likely to materially affect access.

11.3 We will not deliberately remove or materially reduce the core functionality expressly purchased for a committed term without a reasonable alternative or the remedy below. Where a legal, licensing, security or essential operational reason requires a material withdrawal, we will notify the Customer as soon as reasonably practicable and seek a reasonable substitute.

11.4 If a material adverse reduction in the purchased Service cannot be resolved within 30 days of the Customer's written objection, the Customer may terminate the affected part by written notice and receive a proportionate refund of prepaid fees for the unused affected period. Where the withdrawn part makes the remainder materially unusable for its agreed purpose, this remedy extends to that remainder. This is without prejudice to other applicable remedies, subject to clause 18.

12. Support and professional services

12.1 Routine support is available through mtcsupport@healthanalyticalsolutions.co.uk. The Order must identify any agreed support hours, response targets, onboarding or training. Without an express commitment, support is on a reasonable-efforts basis and is not a 24-hour or emergency service.

12.2 Routine support helps users access and understand the Service. It does not include bespoke modelling, clinical, legal, regulatory or reimbursement advice, custom reports, implementation projects or guaranteed turnaround for analysis requests. Any such work requires a separate written scope, fees and terms. Informal assistance does not vary the subscription or create a professional advisory retainer.

13. Intellectual property and Customer Materials

13.1 Rights in the Service, software, branding, original design, structure, methodology and our original materials belong to us or our licensors. Rights in Source Material remain with the relevant owners. Rights in public information are subject to the applicable source licence and legal exceptions. Only the rights expressly granted are licensed to the Customer.

13.2 The Customer retains ownership of its Customer Materials and must have authority to supply them. It grants us only the rights reasonably needed to receive, host, reproduce and use those materials to provide the agreed Service or support and meet legal obligations. We will not publish confidential Customer Materials or use them to train a shared artificial intelligence model without separate express permission.

13.3 We may use voluntary non-confidential product suggestions to improve the Service without payment or attribution. This does not transfer ownership of Customer Materials or authorise use of personal data or confidential information outside the agreed purpose.

14. Mutual confidentiality

14.1 Each party must protect the other's non-public business, technical, security, pricing and customer information disclosed in connection with the contract where it is marked confidential or reasonably understood to be confidential. The receiving party may use it only to perform the contract or exercise its rights and must apply reasonable care to protect it.

14.2 Disclosure is allowed to personnel, contractors and professional advisers who need to know and are bound by appropriate confidentiality duties, or with the disclosing party's consent. The receiving party remains responsible for recipients it permits to receive the information, subject to applicable law.

14.3 The duty does not cover information demonstrably public without breach, already lawfully known, independently developed or lawfully received without restriction. Disclosure required by law, a regulator or a court is allowed, with advance notice where lawful and reasonably practicable and disclosure limited to what is required.

14.4 Confidentiality continues for five years after termination, and for trade secrets while they remain trade secrets. Personal data remains protected for as long as required by data protection law. Permitted disclosure of Outputs under clause 8 is not a confidentiality breach when its conditions are satisfied.

15. Data protection

15.1 Each party must comply with the data protection law applicable to its activities. The Privacy and Cookie Notice explains our controller processing for account, contact, administration and security purposes. The Customer must lawfully supply user information and bring relevant privacy information to its users' attention.

15.2 Roles are assessed by processing activity, not determined solely by describing the Service as SaaS. Before any agreed activity under which we process personal data solely on the Customer's behalf begins, the parties must put in place an appropriate written data processing agreement meeting applicable legal requirements, including Article 28 of the UK GDPR. These Terms alone are not that agreement. Pending that arrangement, such processing is outside the authorised scope.

15.3 Neither party may rely on the contract to reduce an individual's statutory data protection rights or the powers of a regulator. A breach of the prohibition on patient data does not release either party from its legal obligations concerning information actually received. Each party will cooperate reasonably concerning relevant rights requests and incidents, consistently with its role and applicable law.

16. Source licences and third-party services

16.1 Source-specific attribution, licence and permitted-use conditions made available for the relevant material apply to it. Some rights may be limited to particular territories or uses and may prohibit adaptation or redistribution. Material subject to additional end-user conditions will be identified and those conditions must be accepted where required before access is supplied.

16.2 Links to third-party websites or publications are for reference, not endorsement. We do not control changes made by source publishers or the operation of independent third-party websites. Where we use a subcontractor to deliver our own contractual obligations, its involvement does not, by itself, remove our responsibility for those obligations.

16.3 If source rights are restricted, expire or are credibly challenged, we may restrict the affected material promptly and will apply clause 11 where this materially reduces the purchased Service. We do not promise that a publisher will continue supplying data or that every external source will remain accessible.

17. Service commitments and limits of warranty

17.1 We will exercise reasonable care and skill in sourcing, processing and presenting information, providing the Service and handling support. We will also apply technical and organisational measures appropriate to our data protection obligations. The Customer should report a material fault or apparent data error with sufficient detail to allow investigation.

17.2 We will investigate a reasonably evidenced material failure to meet the agreed Service description and take reasonable steps to correct it or provide a suitable workaround. Where a material breach is not remedied in accordance with clause 21, the Customer may use the termination and refund rights in that clause. No promise is made that every source-data error can be corrected by us.

17.3 Except for express contractual commitments and terms that cannot lawfully be excluded, no additional condition, warranty or representation is given about fitness for a particular purpose, achievement of business objectives, completeness or currency of all information, or uninterrupted operation. Nothing in this clause overrides the express service commitments or remedies in clauses 11 and 17, or clause 18.1.

18. Liability

18.1 Nothing in the contract excludes or limits either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited. No contractual cap binds a regulator or removes an individual's non-excludable statutory rights.

18.2 Subject to clause 18.1, neither party is liable to the other for indirect or consequential loss. We are not liable for loss of profit, revenue, business opportunity, anticipated savings or goodwill, whether direct or indirect, to the extent exclusion is lawful and reasonable. This does not exclude otherwise recoverable reasonable direct costs of restoring lost Customer Materials or obtaining substitute service where caused by our breach, subject to the applicable cap.

18.3 The "General Cap" is the greater of GBP 1,000 and 100% of the subscription fees paid or contractually payable for the affected Order for services supplied or due to be supplied in the Contract Year in which the first relevant event occurs. For a free trial with no subscription fees, the General Cap is GBP 1,000. An Order may expressly agree a different cap.

18.4 Subject to clause 18.1, our total aggregate liability arising from events in a Contract Year is limited to the General Cap, except that our aggregate liability for breach of confidentiality or data protection obligations is limited to twice the General Cap. The combined total for all capped claims in that Contract Year cannot exceed twice the General Cap; ordinary claims within that total remain limited to the General Cap. Refunds expressly due under the contract are payable in addition to these damages caps.

18.5 The limits apply across contract, tort including negligence, misrepresentation, restitution and other causes of action. Connected events with the same underlying cause are treated as occurring in the Contract Year of the first event. Claims by or through the Customer and its users are aggregated, not multiplied by user numbers or legal claims. There is no double recovery for the same loss.

18.6 Subject to clause 18.1, the Customer's aggregate liability for damages and clause 19 claims arising from events in a Contract Year is limited to twice the General Cap. This does not limit its obligation to pay properly due fees, statutory late-payment amounts or liability for deliberate infringement of our intellectual property or deliberate unauthorised resale or disclosure of the Service. Connected events and double recovery are treated as in clause 18.5.

18.7 Neither party is responsible for loss to the extent caused by the other's breach, unlawful use or failure to take reasonable steps to mitigate loss. We are not responsible for decisions made by the Customer independently of the Service or for its materially misleading alteration of Outputs. This does not exclude responsibility for our own failure to meet the contract.

18.8 The parties should consider the scope, fees, foreseeable losses, available alternatives and insurance when agreeing these limits. All exclusions and limitations are subject to applicable law, including any statutory requirement of reasonableness.

19. Third-party claims caused by Customer misuse

19.1 Subject to clause 18, the Customer will reimburse us for reasonable, evidenced legal defence costs and damages finally awarded or agreed in a settlement it approves, to the extent a third-party claim results directly from Customer Materials infringing that party's rights, or the Customer's knowing unlawful disclosure, prohibited resale or materially misleading alteration of Outputs.

19.2 This obligation does not cover a claim to the extent caused by our breach, negligence, unlawful source use or modification not authorised by the Customer. We must notify the Customer promptly, permit it to control a reasonable defence using competent advisers, provide reasonable cooperation at its cost and mitigate loss. Neither party may agree a settlement that admits fault by, imposes a non-monetary obligation on, or fails to release the other without that party's written consent, not to be unreasonably withheld.

20. Suspension

20.1 We may restrict access immediately where reasonably necessary to address a credible security incident, unlawful activity, serious licence misuse, patient-data disclosure risk or a binding legal requirement. The restriction will be proportionate in scope and duration. We will give notice and an explanation as soon as lawfully and reasonably practicable.

20.2 For other remediable breaches, including undisputed overdue fees, we will normally give at least 10 Business Days' written notice identifying the issue and the steps needed before suspending access. We will not suspend solely for a genuinely disputed invoice where the undisputed amount is paid and the Customer cooperates in resolving the dispute.

20.3 We will restore access reasonably promptly when the reason is resolved. Suspension does not extend the subscription or waive fees where caused by the Customer's breach. A suspension not attributable to the Customer remains subject to our service commitments and the Customer's applicable remedies.

21. Termination and consequences

21.1 Either party may terminate the affected Order for a material breach that is incapable of remedy, or a remediable material breach not remedied within 30 days after written notice identifying it and requiring remedy. We may terminate for undisputed non-payment remaining unresolved after the notice period in clause 20.2. Statutory restrictions on terminating supply because of insolvency apply notwithstanding any contractual right.

21.2 Either party may terminate the affected Order if a force majeure event prevents a material part of performance for more than 30 consecutive days. We may terminate an affected Service where continued supply becomes unlawful and no reasonable lawful alternative is available. Clause 11 applies to other material withdrawals.

21.3 Unless the Order expressly provides otherwise, neither party has a general right to terminate a paid fixed term for convenience. Non-renewal is governed by clause 7. Ending individual accounts does not terminate the Order.

21.4 When an Order ends, access ends, outstanding properly due charges remain payable, and each party must return or delete the other's confidential information on reasonable request, subject to legal retention, secure backups and the limited continued-use rights in clause 8.5. Processor-held personal data, if any, is handled under the applicable data processing agreement. Controller records are handled under applicable law and the Privacy and Cookie Notice.

21.5 The Customer should save permitted Outputs before expiry. The Service is not a substitute for its own records or archive. Any customer-data return format, exit assistance or additional export period must be agreed in the Order or data processing agreement; this does not limit mandatory rights.

21.6 Where the Customer validly terminates for our unremedied material breach, or termination follows clause 11, prolonged force majeure or illegality not caused by the Customer, we will refund prepaid fees attributable to the unused terminated period within 30 days. No such refund is due following termination for the Customer's breach. Any additional damages claim is subject to clause 18, with no double recovery.

21.7 Provisions intended to continue, including permitted retention, intellectual property, confidentiality, accrued payment rights, liability, dispute provisions and the relevant use restrictions, survive to the extent necessary to give them effect.

22. Changes to the contract and notices

22.1 The Terms version accepted for a committed term continues for that term unless the parties agree a change, or a change is reasonably required to comply with law or address a material security risk. A required change will be limited to what is necessary, notified in advance where practicable, and will not retrospectively remove accrued rights.

22.2 Other material changes require the Customer's affirmative agreement or take effect at a renewal after advance notice and an opportunity not to renew. We will give at least 60 days' notice before an automatic renewal for such changes. An Authorised User's continued login alone does not accept new fees or materially adverse subscription terms for the Customer.

22.3 Source facts, version references and methodology explanations in the Data Sources and Accuracy Notice may be updated to reflect the Service. Such an update does not retrospectively expand liability exclusions, withdraw paid core functionality without clause 11, or authorise an unagreed new use of personal data.

23. General provisions and communications

23.1 Contract notices must be sent by email to mtcsupport@healthanalyticalsolutions.co.uk for us and to the Customer's contract-notice email in the Order. They are treated as received on the next Business Day after sending, provided no delivery-failure notification is received. Each party must keep its address current. Notices may alternatively be delivered by hand or tracked post to the relevant registered or notified business address and take effect on recorded delivery. This does not govern service of legal proceedings.

23.2 The contract is the entire agreement about its subject matter. It replaces earlier discussions, but not rights or commitments expressly incorporated into it. Neither party relies on a representation not recorded in the contract, subject always to clause 18.1 and the applicable statutory controls on exclusions of misrepresentation liability.

23.3 The Customer may not assign or transfer the contract without our written consent, not to be unreasonably withheld. We may transfer it as part of a genuine transfer of the relevant business if the successor assumes our obligations, the transfer does not materially prejudice the Customer and we notify it. We may subcontract performance but remain responsible for our contractual obligations.

23.4 Neither party is liable for delay caused by an event beyond its reasonable control that it could not reasonably prevent or overcome, provided it promptly notifies the other and takes reasonable mitigation steps. Lack of funds, ordinary staffing shortages or a supplier failure that could reasonably have been avoided do not by themselves qualify. Payment already due is not excused. Clause 21.2 addresses prolonged interruption.

23.5 A failure or delay in enforcing a right does not waive it. If a provision is invalid or unenforceable, it is severed to the minimum extent necessary and the remainder continues so far as lawful. A party cannot require a court to rewrite an unreasonable exclusion to make it valid.

23.6 The contract creates no partnership, agency or employment relationship. Except for rights expressly granted in an applicable source licence or data processing agreement, no person other than the parties may enforce it under the Contracts (Rights of Third Parties) Act 1999. This does not remove a person's independent statutory rights.

24. Governing law and disputes

24.1 The contract and any non-contractual dispute or claim arising out of or in connection with it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, subject to any jurisdiction or rights that cannot lawfully be excluded.

24.2 Before proceedings, the parties will try in good faith to resolve a dispute through their nominated commercial contacts and, if needed, senior representatives. This does not prevent urgent protective relief, a statutory complaint, recovery of an undisputed debt or action needed to protect a limitation deadline.

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