HX Group API Standard Terms and Conditions

This agreement is a legal agreement between you (Partner) and HX Group Limited incorporated and registered in England and Wales (CN: 14918176) of 1st Floor 210 Pentonville Road, London, England, N1 9JY (HX Group, we or us) for the provision of the API and Documentation.

We license use of the API and Documentation to you on the basis of this agreement. We or our third party licensors remain the owners of the API and Documentation at all times.

Partner's ability to access or use the API is conditional upon Partner having entered into and maintaining in full force and effect a separate written agreement with HX Group governing Partner's right to resell HX Group booking inventory (the Agency Agreement).

In the event of any conflict between this agreement and the Agency Agreement, the Agency Agreement will prevail solely with respect to commercial, credential issuance, and inventory access terms; otherwise, this agreement governs API and technical terms.

THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT GOVERN THE PARTNER'S USE OF THE API. PARTNER ACCEPTS AND COMPLIES WITH THE TERMS AND CONDITIONS SET OUT HEREIN.

BY USING THE API YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT PARTNER IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF PARTNER AND BIND PARTNER TO ITS TERMS.

1 INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

Term	Definition
API	the HX SwOTA API application programming interface described in the Documentation, and any other related API materials made available by HX Group from time to time.
API Credentials	the security keys, tokens or similar HX Group makes available for Partner to access the API.
API Data	all data published or made available through the API, along with any related metadata, including: (i) schedule, route, timetable, availability, and inventory information; (ii) fares, pricing, taxes, surcharges, and fees, including currency and exchange information; (iii) product and service content; (iv) booking, order, reservation, and ticketing data; and (v) data that relates to a relationship between a customer and HX Group (e.g. loyalty program information). API Data excludes data input, originated, or sourced by Partner or its users independently of the API, and any thirdparty data not provided by HX Group.
API Limits	the restrictions provided or published by HX Group from time to time set out in the Documentation.
Application	the website or software applications developed by, or on behalf of, Partner to interact with the API.
Booking Data	all data relating to a booking made by a customer including payment data, fare data, reservation information and any other data required or maintained by HX Group for the purposes of managing any customer booking.
Brand Guidelines	HX Group's brand usage guidelines for the HX Group Marks as set out in the Documentation and as updated from time to time.
Cardholder Information	means any information relating to a customer cardholder including name, card number, account number, issue date, expiry date and all security numbering that may be associated with the relevant credit, debit, charge or other card.
Data Protection Legislation	the UK Data Protection Legislation and any other European Union or other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications) and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
Documentation	means the API documentation made available to Partner by HX Group through partner docs.
Feedback	all current and future suggestions, comments or other feedback regarding the API or API Data provided by or on behalf of Partner.
HX Group Marks	HX Group's proprietary trade marks, trade names, branding, or logos made available for use in connection with the API or API Data pursuant to this agreement.
Intellectual Property Rights	patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
Permitted Purposes	to enable Partner to market, sell and service HX Group booking inventory to Partner's customers, process payments, manage reservations, and perform related customer servicing in accordance with the Agency Agreement.
Security Incident	any event which has occurred, or is reasonably judged by HX Group to have occurred, which has as its effect the actual or potential unauthorized or unlawful access to, or loss, alteration or disclosure of, or prejudicing of the integrity of the security of Cardholder Information, customer Personal Data, API Data or API Credentials or HX Group systems.
Technical Standards	he technical, integration and operational requirements for accessing and using the API as set out in the Documentation and as updated from time to time. The Technical Standards includes API specifications and schemas, authentication and credential requirements, environment and connectivity requirements, versioning and deprecation requirements, error codes and error‑handling, logging and monitoring requirements, testing and sandbox requirements, and the security and data handling requirements.
Usage Data	has the meaning given in clause 8.2.
UK Data Protection Legislation	the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data as may be amended from time to time.

1.2 Unless expressly stated otherwise, or the context otherwise requires:

1.2.1 words in the singular shall include the plural and in the plural shall include the singular;

1.2.2 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time; and

1.2.3 any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2 LICENCE

2.1 Prior to being granted access to the API the Partner must has to be pre-authorised and set up with HX and have a individual ID. At which point HX Group will issue Partner with the API Credentials.

2.2 Partner must obtain API Credentials issued by HX Group before accessing or using the API or API Data in any environment (including sandbox and production). The API Credentials are unique to Partner, may not be shared or transferred, and must be used only in accordance with the Documentation. HX Group may revoke, rotate, or require re‑authentication of API Credentials at any time to maintain security or compliance.

2.3 Subject to Partner's compliance with this agreement and the Agency Agreement, HX Group grants to Partner a non-exclusive licence during the term of the agreement:

2.3.1 to access the API solely for the purposes of internally developing the Applications that will communicate and interoperate with the API Data for the Permitted Purposes;

2.3.2 to display the API Data received from the API, within the Application;

2.3.3 display certain HX Group Marks in compliance with the Brand Guidelines solely in connection with the use of the API, API Data and the Application.

2.4 In relation to the scope of use set out in clause 2.1 Partner shall not:

2.4.1 make calls to the API from the Application in excess of the API Limits;

2.4.2 remove any proprietary notices from the API or API Data;

2.4.3 modify or enhance the core content of the API Data;

2.4.4 design or permit the Applications to disable, override, or otherwise interfere with any HX Group-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;

2.4.5 attempt to cloak or conceal Partner's identity or the identity of the Applications when requesting authorisation to use the API;

2.4.6 except to the extent expressly permitted under this clause 2:

(a) combine or integrate the API or API Data with any software, technology, services, or materials not approved in advance by HX Group, including AI-related technologies, large language or other foundation models;

(b) scrape, data mine, build databases, or otherwise create permanent copies of the API Data;

(c) pass or allow access to the API or API Data to any third party;

(d) access all or any part of any the API or API Data to build a product and/or service which competes with the API or the goods or services provided by HX Group (or any part of it); or

(e) commercially exploit, sell, license or distribute any API or API Data or any products and/or services incorporating the results retrieved using the API.

2.5 Partner shall not: (i) use the API or API Data in any manner that infringes any Intellectual Property Rights of any person; (ii) to perform an action that introduces or with the intent of introducing to HX Group systems, products or services any viruses, worms, defects, trojan horses, malware or other malicious code. Partner shall not submit Personal Data or Cardholder Information to any sandbox environment.

2.6 Except as expressly stated in this clause 2, Partner has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the API or API Data, in whole or in part (except to the extent that applicable law overrides this provision or any part hereof).

2.7 Partner shall not use the API or API Data other than as specified in this clause 2 without the prior written consent of HX Group.

3 PARTNER RESPONSIBILITIES

3.1 Partner may not share the API Credentials with any third party, must keep the API Credentials and all log-in information secure, and must use the API Credentials as Partner's sole means of accessing the API. The API Credentials may be replaced at any time by HX Group on notice to Partner.

3.2 Partner shall:

3.2.1 without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;

3.2.2 notify HX Group as soon as it becomes aware of any unauthorised use of the API or API Data by any person.

3.3 Partner is responsible for all acts and omissions of customers in connection with the Application and their use of the API and API Data, if any.

3.4 Partner shall monitor the use of the API via the Application for any activity that breaches applicable laws, rules, and regulations or any terms and conditions of this agreement, including any fraudulent, inappropriate, or potentially harmful behaviour, and promptly restrict any offending users of the Applications from further use of the Applications.

4 AUDIT

4.1 HX Group or its representatives may physically or remotely monitor and audit Partner's use of the API and API Data to ensure Partner is complying with the terms of this agreement, provided any physical audit shall take place on reasonable advance notice and at reasonable times. If the audit reveals that the API or API Data has been used or accessed other than in accordance with this Agreement, then, without prejudice to HX Group's other rights, HX Group shall be entitled to disable access and use of API Data by Partner. Partner shall keep a complete and accurate record of its development of HX Group API, it's use of API Data and its compliance with the obligations of this Agreement. Partner shall provide such records to HX Group on demand. Any onsite audit shall occur during normal business hours with at least 5 working days' prior notice, no more than once in any 12 month period, save where HX Group reasonably suspects a breach of this agreement or occurrence of a Security Incident.

5 CONFIDENTIALITY AND PUBLICITY

5.1 Each party shall, during the term of this agreement and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this agreement) nor without the prior written consent of the other disclose to any third party (except its professional advisers or as may be required by any law or any legal or regulatory authority) any information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its group companies, holding company, subsidiaries or affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Licence, or subsequently comes lawfully into the possession of such party from a third party.

5.2 For the avoidance of doubt the API, the API Data and the API Credentials shall be considered the confidential information of HX Group for the purposes of this agreement.

5.3 HX Group shall be entitled to reference Partner as a user of the API in HX Group's general marketing literature, including on HX Group's website and other online platforms. The reference to Partner for these purposes may include a reference to Partner's corporate name and to any of its trade names and trade marks.

5.4 Save as provided for in clause 7.3, no party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

6 USAGE DATA

6.1 HX Group may collect certain information about Partner and its personnel, representatives and agents, and customers in connection with this agreement, as set out in the then-current version of HX Group's privacy policy, available at Privacy Policy | HX Hurtigruten Expeditions UK (Usage Data). This may include information collected through the API or API Data. By entering into this agreement, and accessing, using, and providing information to or through the API or API Data.

6.2 The parties acknowledge that the Usage Data is processed by HX Group as a controller for the purposes of the Data Protection Legislation.

7 DATA PROTECTION

7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 9 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

7.2 Without prejudice to the generality of clause 8.1 Partner will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of any Personal Data (including Usage Data) to HX Group for the duration and purposes of this agreement so that HX Group may lawfully use, process and transfer this data in accordance with this agreement; including in relation to the role outlined in clause 8.3.

7.3 Partner and HX Group acknowledge the Booking Data may include Personal Data collected by HX Group in accordance with its privacy policy. For Booking Data relating to end customers the parties act as independent controllers for their respective processing activities. The parties shall:

7.3.1 each determine its own lawful basis, provide appropriate transparency notices, and respond to data subject requests for its own processing;

7.3.2 process Personal Data only for the Permitted Purpose;

7.3.3 disclose Personal Data only to the parties' respective personnel, and third parties engaged to perform obligations under this Agreement;

7.3.4 ensure engaged third parties are bound by written obligations no less protective than those in this Agreement;

7.3.5 implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and accidental loss, destruction, or damage;

7.3.6 provide reasonable, prompt assistance to each other to enable compliance with data subject requests; and

7.3.7 not transfer Personal Data received outside the EEA unless the transfer complies with the requirements of Data Protection Legislation.

7.4 To the extent either Party transfers Personal Data subject to EU or UK data protection laws to a country not providing an adequate level of protection, the Parties agree that such transfer shall be governed by the applicable EU Standard Contractual Clauses and, for UK transfers, the UK International Data Transfer Agreement or UK Addendum, as updated from time to time.

7.5 Where HX Group acts as a processor of Personal Data on behalf of Partner, HX Group's Data Processing Agreement provided to you. (DPA) are incorporated into the terms of this agreement. Each Party shall comply with its respective obligations under the DPA.

8 SYSTEMS AND SECURITY

8.1 Partner shall be solely responsible for procuring, maintaining and securing its network connections and telecommunications links from the Application to the API and API Data, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Partner' network connections or telecommunications links or caused by the internet. Partner will take all reasonable steps in accordance with good industry practice to secure the API and API Data from infringement, misappropriation, theft, misuse of unauthorized access.

8.2 Partner:

8.2.1 is required to develop the Application, and undertake calls to the API, in line with the Technical Standards; and

8.2.2 is required to request API Data via the API in the format specified in the Technical Standards.

8.3 Partner undertakes, warrants and represents that the Application is compliant with the Payment Card Industry Data Security Standards (PCI DSS) and Partner shall implement, maintain and monitor effective policies and procedures to ensure its continued compliance with this clause. Partner shall encrypt any Cardholder Information and Personal Data at rest and in transit using industry standard encryption.

8.4 Partner represents and warrants that at all times it will (i) use, handle, collect, maintain, safeguard, and destroy Cardholder Information solely in accordance with all PCI DSS and the Technical Standards; and (ii) maintain and enforce administrative, technical, and physical security procedures designed to ensure the confidentiality, integrity, and availability of Cardholder Information that are at least equal to those required by all relevant PCI DSS and the Technical Standards.

8.5 On HX Group's request, Partner shall furnish reasonable documentation regarding its compliance with the PCI Requirements including a copy of the relevant Report on Compliance (ROC) from a Qualified Security Assessor (QSA) and a copy of the relevant PCI Attestation of Compliance (AOC).

8.6 Partner shall notify HX Group if a QSA refuses to issue a further or renewed ROC in respect of the relevant Party.

8.7 Each Party shall notify the other without undue delay and in any event within 24 hours of becoming aware of a Security Incident affecting API Data, Personal Data, or Cardholder Information, and shall provide regular updates, including scope, root cause, and remediation. The Parties shall provide each other and their respective representatives, auditors and any regulatory bodies with reasonable co-operation and access to relevant systems in respect of any Security Incident. Partner is solely responsible for the security of all Cardholder Information that it holds and/or has access to.

9 WARRANTIES

9.1 Each Party represent and warrant as follows: (i) it has the full power, capacity and authority to enter into and perform this Agreement; (ii) it has obtained all permits, licenses, clearances, and other authorizations necessary to perform this Agreement and provide its services and products; and (iii) it will comply with all applicable laws, regulations, and rules, now or in the future.

9.2 HX Group warrants that, when accessed in a production environment and used by Partner in accordance with the Documentation, the API will materially conform to the then current Documentation. The warranty in this clause does not apply to the extent any non-conformity arising from: (i) modifications to the API or integrations not made or authorised in writing by HX Group; (ii) failures, outages or changes of Partner's or any third party's systems, networks, data sources or services, including internet or telecommunications failures; (iii) the sandbox or test environments, which are provided "as is" and not warranted; or (iv) defects, errors or interruptions during scheduled maintenance or emergency maintenance.

9.3 In respect of any breach of the warranty set out in clause 11.2, Partner's sole remedy will be for HX Group to use commercially reasonable efforts to correct the non‑conformity or provide a workaround that materially mitigates the adverse effect.

9.4 Except as expressly and specifically provided in this agreement:

9.4.1 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and

9.4.2 the API and the API Data are provided to Partner on an "as is" basis.

9.5 HX Group does not warrant that: (i) Partner's use of the API will be uninterrupted or error-free; (ii) the API and/or the API Data obtained by Partner through the API will meet Partner's requirements.

9.6 HX Group is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Partner acknowledges that the API and API Data may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

9.7 This agreement shall not prevent HX Group from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

10 LIABILITY

10.1 Partner will defend and indemnify HX Group against claims arising from: (a) Partner's use of the API or API Data in violation of applicable law or this Agreement; (b) inaccuracies in booking information or failure to obtain necessary consents; (c) Partner's handling of payments information or any Personal Data; or (d) Partner's misuse of the HX Group Marks. Partner shall not be obliged to indemnify HX Group in respect of any claims, liabilities, damages, losses, debts, obligations, and expenses, to the extent caused by HX Group's default, negligence or wrongful act or omission.

10.2 HX Group and its employees, agents, officers and directors will not be liable under this agreement, for any indirect, special, exemplary, incidental, punitive or consequential damages, including but not limited to, lost profits or business revenue, lost business, failure to realize expected savings, or other commercial or economic loss of any kind whatsoever, whether or not those damages are foreseeable or HX Group and its employees, agents, officers and directors have been advised of the possibility of those damages.

10.3 HX Group's aggregate liability to Partner for all damages, losses, and causes of action (whether in contract, tort (including negligence), or otherwise) under or in connection with this agreement shall not exceed £40,000.

10.4 Nothing in this agreement shall exclude HX Group's liability for:

10.4.1 death or personal injury caused by the negligence of HX Group, its officers, employees, contractors or agents;

10.4.2 fraud or fraudulent misrepresentation; or

10.4.3 any other liability which may not be excluded by law.

11 INTELLECTUAL PROPERTY RIGHTS

11.1 Partner acknowledges that all Intellectual Property Rights in the API, API Data, Feedback and HX Group Marks, belong and shall belong to HX Group or the relevant third-party owners (as the case may be), and Partner shall have no rights in or to the same other than the right to use it in accordance with the terms of this agreement.

11.2 HX Group acknowledges that the Partner owns or has a licence to use all Intellectual Property Rights in the Partner's brand and any content on the Application, excluding the API Data or HX Group Marks.

11.3 All use by Partner of HX Group Marks, if any, will comply with any usage guidelines that HX Group may specify from time to time. Partner acknowledges that Partner's use of HX Group Marks in connection with this agreement will not create any right, title, or interest in or to HX Group Marks in favour of Partner and all goodwill associated with the use of HX Group Marks will inure to the benefit of HX Group.

11.4 Without prejudice to its other rights and remedies (including under this agreement), HX Group will be free to use, disclose, reproduce, distribute, implement in the API or API Data and otherwise commercialise all Feedback provided by Partner without obligation or restriction of any kind, and Partner hereby waives all rights to be compensated or seek compensation for the Feedback and will ensure that any relevant moral rights are waived.

12 DURATION AND TERMINATION

12.1 This agreement will continue until terminated as permitted in this agreement.

12.2 Without prejudice to its other rights and remedies under this agreement, HX Group may terminate or suspend Partner's access to the API or API Data immediately without notice if:

12.2.1 the Agency Agreement expires or is terminated by either party to it;

12.2.2 Partner's use of the API in HX Group's opinion is or may: (I) pose a security risk to the API or HX Group's systems; (ii) violate applicable law; or (iii) breach the terms of this Agreement; or

12.2.3 Partner has breached the terms of any collateral agreement with HX Group including any payment obligations under such collateral agreement.

12.3 Either party may terminate this agreement on not less than 30 days' written notice to the other party.

12.4 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

12.5 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

12.6 On termination for any reason:

12.6.1 all rights granted to Partner under this agreement shall cease;

12.6.2 Partner shall cease all activities authorised by this agreement; and

12.6.3 Partner shall immediately delete or return to HX Group (at HX Group's option) all copies of the API, API Data then in its possession, custody or control and, in the case of deletion, certify to HX Group that it has done so.

13 FORCE MAJEURE

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

14 VARIATION

14.1 HX Group may update the terms of this agreement, the API and/or Documentation at any time on notice to the Partner (a Modification). The Partner will be notified of any Modification by either: (i) post on HX Group's website; or (ii) via the API.

14.2 The Partner's continued use of the API following the deemed receipt and service of the notice under clause 15.1 shall constitute the Partner's acceptance to Modification. If you do not wish to accept the terms of the Modification you must immediately stop using and accessing the API and notify us of such non-acceptance in accordance with clause 23.

15 WAIVER

15.1 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16 RIGHTS AND REMEDIES

16.1 Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

17 SEVERANCE

17.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

17.2 If any provision or part-provision of this agreement is deemed deleted under clause 18.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

18 ENTIRE AGREEMENT

18.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

18.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Nothing in this clause shall be construed to limit a party's liability for fraud or fraudulent misrepresentation.

19 ASSIGNMENT

19.1 A Party shall not, without the prior written consent of the other Party (such consent not to be unreasonably withheld), assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

19.2 If HX Group assigns or subcontracts any of its obligations under the agreement, it will remain liable in full for the performance thereof and is also liable for any acts or omissions of HX Group's assignee or subcontractor.

20 NO PARTNERSHIP OR AGENCY

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

21 THIRD PARTY RIGHTS

21.1 This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

22 NOTICES

22.1 Any notice to be provided by the HX Group under this agreement may be delivered in accordance with clause 15.1.

22.2 Any notice given under this agreement by the Partner to the HX Group shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the HX Group's address set out in this agreement, or such other address as may have been notified by HX Group for such purposes.

22.3 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first working day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.

23 GOVERNING LAW AND JURISDICTION

23.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

23.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).