This Master Service Agreement ("Agreement") governs the access to and use of the DXDD Recovery platform. This Agreement is entered into by and between:
DX Digital Design, a company registered in England and Wales (Company No. [YOUR COMPANY NUMBER]), trading as DXDD Recovery, whose registered office is at [YOUR REGISTERED ADDRESS] ("the Company"); and
The individual or legal entity executing an Order Form that incorporates this Agreement by reference ("the Fleet" or "the Client").
Each a "Party" and together "the Parties."
Effective Date: This Agreement becomes legally binding and effective on the date the Client executes the corresponding Order Form, electronically accepts these terms within the DXDD Recovery portal, or otherwise begins using the Platform (the "Effective Date").
SECTION 1 — DEFINITIONS
In this Agreement, the following terms shall have the meanings ascribed to them below. Unless the context requires otherwise, references to the singular include the plural and vice versa.
| Term | Definition |
|---|---|
| "Agreement" | This Master Service Agreement, together with all Schedules and Order Forms executed hereunder, as amended from time to time in writing by the Parties. |
| "Assigned Territory" | The geographic area defined by the Ordnance Survey postcode boundaries specified in Schedule 1, within which the Client is licensed to operate the Platform under this Agreement. |
| "Change of Control" | Any transaction or series of transactions resulting in a change of more than 50% of the voting rights, equity ownership, or effective management control of the Client entity. |
| "Client Data" | All data uploaded to, generated by, or processed through the Platform by the Client, its drivers, or end-users in connection with the Client's use of the Platform. |
| "Confidential Information" | Any information disclosed by one Party to the other, whether orally, in writing, or by any other means, that is designated as confidential or that reasonably ought to be considered confidential given the nature of the information and circumstances of disclosure, including without limitation: pricing, technology, business plans, customer lists, software source code, and proprietary algorithms. |
| "Connected Stripe Account" | The Client's verified Stripe Connect account linked to the Platform for the purpose of receiving payout of settled transaction funds. |
| "Effective Date" | The date first written above. |
| "End-User" | Any motorist, vehicle owner, or member of the public who requests and/or receives towing or vehicle recovery services from the Client via the Platform. |
| "Exclusivity" | The Client's exclusive right to use the Platform within the Assigned Territory, as further defined in Section 4. |
| "Event of Default" | Any of the events specified in Section 10.1 of this Agreement. |
| "Fees" | The Monthly Recurring Fee and any other charges payable by the Client under this Agreement, as set out in Schedule 3. |
| "Fleet" | The Client, being an independent towing or vehicle recovery operator. |
| "Gross Transaction Value" or "GTV" | The total value of completed and settled recovery jobs processed through the Platform's integrated payment infrastructure within a given billing period. |
| "Intellectual Property Rights" | All patents, rights to inventions, copyright and related rights, moral rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill, rights in designs, database rights, rights in confidential information (including know-how and trade secrets), and all other intellectual property rights, whether registered or unregistered, and including all applications for, renewals and extensions of, such rights. |
| "Minimum Operational Volume" | The minimum number of completed jobs or minimum GTV the Client must process through the Platform each calendar month to maintain Exclusivity, as specified in Schedule 2. |
| "Monthly Recurring Fee" or "MRR Fee" | The subscription fee of £[MONTHLY FEE] + VAT per calendar month payable by the Client for access to the Platform, as specified in Schedule 3. |
| "Order Form" | A written order document executed by both Parties setting out the specific commercial terms applicable to the Client's subscription, incorporating this Agreement by reference. |
| "Platform" | The DXDD Recovery software-as-a-service platform, including all dispatch routing, GPS tracking, payment processing facilitation, driver management, and reporting functionality made available by the Company to the Client under this Agreement. |
| "Payout Withholding Period" | The 24-hour period during which collected End-User transaction funds are held within the Stripe Connect infrastructure before being released to the Client's Connected Stripe Account, as further described in Section 7. |
| "Recovery Services" | The physical towing, roadside assistance, and vehicle recovery services provided by the Client to End-Users. |
| "Subscription Term" | The initial and any renewal period during which the Client is subscribed to the Platform, as specified in Schedule 3. |
| "Territory Reversion" | The automatic return of territorial rights and Exclusivity to the Company upon the occurrence of a triggering event specified in this Agreement. |
SECTION 2 — NATURE OF THE PLATFORM AND SOFTWARE-ONLY LIABILITY SHIELD
2.1 Technology Provider Only
The Company is a technology services provider exclusively. The Platform constitutes software infrastructure for dispatch coordination, GPS-based routing, driver tracking, and payment facilitation. The Company does not provide, and shall not at any time be deemed to provide, Recovery Services of any kind. For the avoidance of all doubt:
- (a) The Company is not a motor carrier, haulage operator, freight broker, recovery operator, or transport undertaking as defined under any applicable UK legislation;
- (b) The Company is not the employer, principal, agent, partner, joint venturer, or franchisor of the Client, its drivers, or any operative deployed in connection with the Platform;
- (c) Recovery Services are provided solely by the Client acting as an independent business operator. The Company exercises no direction, supervision, or control over the manner in which the Client provides Recovery Services.
2.2 Client's Sole Operational Responsibility
The Client acknowledges and agrees that it is the sole operator of its vehicle recovery business and bears 100% operational liability for all aspects of its business, including without limitation:
- (a) the licensing, training, competence, conduct, and insurance of all drivers and recovery operatives;
- (b) the roadworthiness, maintenance, and regulatory compliance of all vehicles used in connection with the Platform;
- (c) compliance with all applicable legislation, including the Road Traffic Act 1988, the Health and Safety at Work etc. Act 1974, the Road Traffic (Vehicle Testing) Act 1999, and all applicable operator licensing requirements under the Goods Vehicles (Licensing of Operators) Act 1995 where relevant;
- (d) the quality, safety, timeliness, and outcome of every Recovery Service provided to an End-User; and
- (e) all interactions, contractual relationships, and disputes with End-Users.
2.3 Exclusion of Company Liability
To the fullest extent permitted by applicable law, the Company hereby expressly excludes all liability — whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, or otherwise — to the Client or any third party for:
- (a) damage to, or total loss of, any vehicle, property, or cargo arising from or in connection with a Recovery Service;
- (b) personal injury, death, or physical harm of any person arising from the provision of Recovery Services by the Client;
- (c) any traffic incident, road traffic accident, or collision involving the Client's drivers or vehicles, whether dispatched through the Platform or otherwise;
- (d) delayed, inaccurate, or failed ETA calculations displayed through the Platform, including where caused by GPS inaccuracy, mobile network failure, or adverse conditions;
- (e) driver negligence, misconduct, or criminal behaviour;
- (f) traffic or road traffic violations incurred by the Client's drivers; and
- (g) any indirect, consequential, special, exemplary, or punitive loss of any nature, including loss of revenue, profit, business, goodwill, data, or anticipated savings.
2.4 Aggregate Liability Cap
Without prejudice to Clause 2.3, the Company's total aggregate liability to the Client under or in connection with this Agreement shall not in any circumstances exceed the total MRR Fees paid by the Client in the three (3) calendar months immediately preceding the event giving rise to the claim.
2.5 Client Indemnity
The Client shall fully and effectively indemnify, defend, and hold harmless the Company, its directors, officers, employees, contractors, and agents from and against any and all third-party claims, losses, damages, costs, expenses (including legal fees on a solicitor-and-client basis), fines, and liabilities arising out of or in connection with:
- (a) the Client's provision of Recovery Services;
- (b) any act, omission, negligence, or misconduct of the Client's drivers or operatives;
- (c) the Client's breach of applicable law or regulation; or
- (d) any claim by an End-User against the Company arising from the Client's services.
2.6 Statutory Savings
Nothing in this Section 2 shall exclude or limit the Company's liability for death or personal injury caused by the Company's own negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be lawfully excluded under English law.
SECTION 3 — GRANT OF SOFTWARE LICENCE
3.1 Licence Grant
Subject to the Client's full and continued compliance with this Agreement, including timely payment of all Fees, the Company grants to the Client a limited, non-exclusive by default, non-transferable, revocable licence to access and use the Platform solely for the purpose of operating the Client's vehicle recovery business within the Assigned Territory during the Subscription Term.
3.2 Licence Restrictions
The Client shall not, and shall procure that its employees and contractors do not:
- (a) sublicense, resell, transfer, assign, or otherwise make the Platform available to any third party;
- (b) reverse-engineer, decompile, disassemble, or attempt to derive the source code of the Platform or any component thereof, save to the extent expressly permitted by section 50B of the Copyright, Designs and Patents Act 1988 and only then in the strictly limited circumstances provided therein;
- (c) copy, modify, translate, adapt, or create derivative works based on the Platform or any part thereof;
- (d) remove, alter, or obscure any proprietary notices, branding, or marks displayed within the Platform;
- (e) use the Platform in any unlawful manner or for any purpose other than that for which it is licensed under this Agreement; or
- (f) access or use the Platform to build a competing or substantially similar product or service.
3.3 White-Label Use
Where the Company has agreed in writing that the Client may deploy the Platform under its own trading name or branding pursuant to a white-label arrangement, such deployment shall be subject to the additional terms set out in Schedule 4 (where applicable) and shall not confer any Intellectual Property Rights on the Client.
SECTION 4 — TERRITORIAL EXCLUSIVITY
4.1 Default Non-Exclusive Licence
The licence granted under Section 3.1 is non-exclusive by default. Exclusivity is a commercial upgrade available to the Client and is only operative where expressly confirmed in writing in a signed Order Form or Schedule 1.
4.2 Grant of Exclusivity
Where the Company has confirmed in writing that the Client is granted Exclusive Territory Rights, the Company agrees that, for so long as Exclusivity remains in force in accordance with this Section 4, it will not knowingly onboard a directly competing independent towing or vehicle recovery operator under the same Platform tier within the identical Ordnance Survey postcode boundaries comprising the Assigned Territory as set out in Schedule 1.
4.3 Nature and Limitations of Exclusivity
The Client acknowledges that:
- (a) Exclusivity is a contractual right only and does not confer any proprietary, intellectual property, or other interest in the Assigned Territory or any geographic data;
- (b) Exclusivity does not prevent the Company from operating the Platform for other purposes within the Assigned Territory, including for non-competing industries or operator categories;
- (c) Exclusivity is personal to the Client and may not be transferred, sublicensed, or assigned under any circumstances.
4.4 Non-Transferability
The Assigned Territory and any Exclusive Territory Rights are strictly non-transferable. The Client shall not:
- (a) assign, sublicense, or transfer its territorial rights or any benefit thereof to any third party by any means;
- (b) permit any third party to access or benefit from the Platform under the Client's territory allocation; or
- (c) purport to transfer territorial rights as part of any sale, merger, acquisition, or restructuring of its business.
4.5 Automatic Territory Reversion on Change of Control or Business Cessation
Exclusive Territory Rights shall immediately and automatically revert to the Company, without notice, without compensation, and without refund of pre-paid Fees, upon:
- (a) a Change of Control of the Client;
- (b) the Client ceasing to trade, entering into administration, liquidation, receivership, or proposing a Company Voluntary Arrangement; or
- (c) the transfer or sale of the Client's business or substantially all of its assets to a third party.
The Client shall notify the Company in writing within 48 hours of becoming aware that any such event is likely or has occurred.
SECTION 5 — THE MONOPOLY TRAPDOOR: PAYMENT DEFAULT AND TERRITORY FORFEITURE
5.1 Exclusivity Conditional on Payment
Exclusive Territory Rights are entirely conditional upon the Client's timely payment of all Fees due under this Agreement. Exclusivity is not a vested right; it is a privilege maintained by continued good standing.
5.2 Immediate Forfeiture on Payment Default
In the event that the Client's MRR Fee payment fails, is reversed, or remains unpaid for more than [3] calendar days beyond its due date, the Client's Exclusive Territory Rights shall be immediately and automatically forfeited and the Assigned Territory shall revert to the Company's open market without any requirement for further notice. The Company shall be immediately at liberty to offer the Assigned Territory to any third party.
5.3 Reinstatement
Following a forfeiture under Clause 5.2, the Company may, entirely at its discretion, offer to reinstate Exclusivity to the Client upon settlement of all outstanding Fees and on such revised commercial terms as the Company considers appropriate. The Company is under no obligation to offer reinstatement, and the Assigned Territory may by that time have been allocated to a third party.
5.4 No Liability for Forfeiture
The Company shall bear no liability to the Client for any loss of business, revenue, or commercial opportunity resulting from a Territory Reversion under this Section 5.
SECTION 6 — MINIMUM OPERATIONAL VOLUME AND ANTI-SQUATTING PROVISION
6.1 Minimum Volume Obligation
As a condition of maintaining Exclusive Territory Rights, the Client agrees to process through the Platform, on a completed and settled basis, the Minimum Operational Volume specified in Schedule 2 during each calendar month of the Subscription Term.
6.2 Monitoring Period
Where the Client fails to meet the Minimum Operational Volume in any single calendar month, the Company shall issue a written Performance Warning Notice to the Client. If the Client fails to meet the Minimum Operational Volume for a continuous period of sixty (60) days from the date of that Performance Warning Notice, the Company shall be entitled, at its sole discretion, to exercise the remedies set out in Clause 6.3.
6.3 Remedies for Volume Failure
Upon the expiry of the 60-day monitoring period without adequate remedy by the Client, the Company may, by written notice:
- (a) revoke Exclusivity in respect of the Assigned Territory immediately, releasing the postcodes to the open market; and/or
- (b) terminate this Agreement in accordance with Section 10.
6.4 Platform Records as Authoritative Measure
The job completion and transaction volume data recorded in the Company's system of record shall constitute the definitive measure of operational volume for the purposes of this Section 6 and shall prevail in any dispute, absent manifest error.
6.5 No Entitlement to Refund
No refund of any Exclusivity Premium or MRR Fees shall be due to the Client upon revocation of Exclusivity under this Section 6.
SECTION 7 — STRIPE CONNECT, PAYMENTS, AND PAYOUT WITHHOLDING
7.1 Payment Infrastructure
The Platform utilises Stripe Connect to facilitate the collection of End-User payments and the routing of settled funds to the Client's Connected Stripe Account. The Client acknowledges that all payment processing is subject to Stripe's Connected Account Agreement and Stripe's standard terms of service, as amended from time to time by Stripe.
7.2 Payout Withholding Period
All End-User transaction funds collected through the Platform shall be subject to a mandatory Payout Withholding Period of twenty-four (24) hours from the time of transaction settlement. During this period, funds will be held within the Stripe Connect infrastructure and will not be released to the Client's Connected Stripe Account. This withholding period exists to allow the Company and Stripe to assess and accommodate:
- (a) End-User refund requests arising from disputed or cancelled jobs;
- (b) Late Cancellation Fee adjustments or reversals;
- (c) Chargeback notifications received from Stripe; and
- (d) Any other payment dispute or correction required under this Agreement or Stripe's policies.
7.3 Release of Funds
Subject to there being no active dispute, chargeback, or refund instruction in respect of a transaction, settled funds shall be released to the Client's Connected Stripe Account upon expiry of the Payout Withholding Period, in accordance with Stripe's standard payout schedule.
7.4 Client's Stripe Obligations
The Client shall at all times:
- (a) maintain its Connected Stripe Account in good standing and in full compliance with Stripe's Connected Account Agreement;
- (b) promptly notify the Company in writing within 24 hours of becoming aware of any suspension, restriction, freeze, or adverse action taken by Stripe in relation to the Connected Stripe Account;
- (c) maintain a chargeback ratio within Stripe's acceptable thresholds; and
- (d) not take any action that causes the Company's Stripe Platform account to be flagged, restricted, or penalised.
7.5 Company Not Liable for Stripe Actions
The Company shall bear no liability to the Client for any delay in payment, withholding of funds, or account restriction imposed by Stripe, including where such action is taken by Stripe at the Company's instruction following a legitimate dispute.
SECTION 8 — FEES, BILLING, AND PAYMENT TERMS
8.1 Monthly Recurring Fee
The Client shall pay the Company the MRR Fee of £[MONTHLY FEE] + VAT on or before the [1st] day of each calendar month during the Subscription Term, by the payment method authorised in the Order Form.
8.2 Late Payment
Without prejudice to any other right or remedy available to the Company, if the Client fails to pay any sum due under this Agreement by the due date, the Company shall be entitled to:
- (a) charge interest on the overdue sum at the rate of 8% per annum above the Bank of England base rate, accruing daily from the due date until actual payment, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998; and
- (b) suspend the Client's access to the Platform immediately upon written notice, pending payment.
8.3 VAT
All Fees are exclusive of value added tax, which shall be charged at the prevailing rate where applicable and payable by the Client in addition to the relevant Fee.
8.4 Fee Reviews
The Company reserves the right to review and adjust the MRR Fee on no less than 30 days' written notice to the Client. If the Client does not accept the revised Fee, it may terminate this Agreement under Section 11 by providing the requisite notice before the revised Fee takes effect.
SECTION 9 — INTELLECTUAL PROPERTY
9.1 Ownership
All Intellectual Property Rights in and to the Platform, including its underlying software, algorithms, source code, databases, user interface, visual design, branding, and documentation, are and shall remain the exclusive property of the Company at all times. Nothing in this Agreement shall operate to transfer, assign, or license any Intellectual Property Rights to the Client beyond the limited software licence granted under Section 3.
9.2 Client Data
The Client retains ownership of all Client Data. The Client grants to the Company a non-exclusive, royalty-free licence to access, process, and use Client Data solely to the extent necessary to provide the Platform and perform the Company's obligations under this Agreement. The Company shall handle Client Data in accordance with its Privacy Policy and applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018.
9.3 Feedback
If the Client provides the Company with any feedback, suggestions, or recommendations relating to the Platform ("Feedback"), the Company shall be free to use, incorporate, and exploit such Feedback without restriction or compensation to the Client, and the Client assigns to the Company all Intellectual Property Rights in such Feedback.
9.4 Prohibition on Reverse Engineering
The Client expressly acknowledges that any attempt to reverse-engineer, decompile, disassemble, copy, or reproduce the Platform or any part of its underlying code or architecture constitutes a material breach of this Agreement and an infringement of the Company's Intellectual Property Rights, entitling the Company to immediate termination under Section 10 and to seek injunctive relief and all available remedies without requirement to demonstrate actual loss.
SECTION 10 — TERMINATION FOR CAUSE
10.1 Events of Default
Each of the following shall constitute a material Event of Default entitling the Company to terminate this Agreement immediately upon written notice:
- (a) Subscription Payment Failure — The Client's MRR Fee payment fails, is declined, charged back, or reversed and remains unpaid for more than [3] calendar days following the due date, and the Client has failed to remedy the failure within a 7-day cure period following written notice from the Company;
- (b) Stripe Account Event — The Client's Connected Stripe Account is suspended, frozen, restricted, or terminated by Stripe for any reason, and the Client fails to reinstate a compliant, active Connected Stripe Account within 7 days of written notice from the Company;
- (c) Reverse Engineering — The Client or any of its employees, contractors, or agents attempts to reverse-engineer, decompile, disassemble, copy, or replicate the Platform or any component thereof;
- (d) Insolvency — The Client becomes insolvent, enters administration, proposes a CVA, or has a winding-up petition presented against it;
- (e) Misrepresentation — The Client has made a material misrepresentation in its onboarding documentation, Order Form, or Stripe application; or
- (f) Breach of Licence — The Client assigns, sublicenses, or otherwise transfers the Platform licence or territorial rights in breach of this Agreement.
10.2 Cure Period
Save for the Events of Default specified in Clauses 10.1(c), 10.1(d), and 10.1(f) — which shall entitle the Company to terminate immediately without a cure period — the Company shall provide the Client with 7 days' written notice specifying the Event of Default and requiring the Client to remedy it. If the Client fails to remedy the default within that period, the Company may terminate immediately by further written notice.
10.3 Effect of Termination for Cause
Upon termination under this Section 10:
- (a) all Platform access shall be permanently and immediately revoked;
- (b) the Assigned Territory and all Exclusive Territory Rights shall immediately revert to the Company;
- (c) all outstanding Fees for the remainder of the then-current Subscription Term shall become immediately due and payable in full;
- (d) the Client shall immediately cease all use of the Platform and any associated branding; and
- (e) the Company reserves all rights to pursue damages and other remedies at law.
SECTION 11 — TERMINATION FOR CONVENIENCE
11.1 Right to Terminate
Either Party may terminate this Agreement for any reason or for no reason by providing not less than thirty (30) days' written notice to the other Party.
11.2 Obligations During Notice Period
During the 30-day notice period:
- (a) both Parties shall continue to fulfil their obligations under this Agreement in full;
- (b) the Client shall continue to pay all MRR Fees falling due during the notice period; and
- (c) the Company shall continue to provide Platform access, subject to the Client's ongoing compliance with this Agreement.
11.3 Effect of Termination for Convenience
Upon expiry of the notice period:
- (a) Platform access shall be permanently disabled;
- (b) the Assigned Territory and all Exclusive Territory Rights shall immediately and automatically revert to the Company without obligation or compensation;
- (c) any pre-paid MRR Fees covering a period beyond the termination date shall be refunded to the Client on a pro-rata basis within 30 days; and
- (d) the Client shall have 14 days to request an export of its Client Data, after which the Company shall have no obligation to retain or provide access to that data, save as required by law.
11.4 No Liability
Neither Party shall have any liability to the other solely as a result of exercising its right to terminate for convenience under this Section 11, provided all accrued payment obligations are honoured.
SECTION 12 — CONFIDENTIALITY
12.1 Obligations
Each Party undertakes to keep the other's Confidential Information strictly confidential and not to disclose it to any third party without prior written consent, and to use it solely for the purposes of this Agreement. Each Party shall protect the other's Confidential Information with at least the same degree of care it applies to its own confidential information, and in any event no less than reasonable care.
12.2 Exceptions
The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available other than through breach of this Agreement; (b) was already in the receiving Party's possession free of any confidentiality obligation; (c) is received from a third party free of any confidentiality obligation; or (d) is required to be disclosed by law, court order, or regulatory authority, provided the disclosing Party gives maximum practicable prior notice to the other.
12.3 Survival
This Section 12 shall survive termination of this Agreement for a period of five (5) years.
SECTION 13 — DATA PROTECTION
13.1 Compliance
Each Party shall comply with its respective obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 in connection with any personal data processed in connection with this Agreement.
13.2 Data Processing Agreement
Where the Company processes personal data on behalf of the Client as a data processor within the meaning of the UK GDPR, the Parties shall execute a Data Processing Agreement in the form set out in Schedule 5 (or such other form as agreed in writing), which shall govern such processing and form part of this Agreement.
13.3 End-User Location Data
The Client acknowledges that the Platform processes real-time GPS location data from drivers and End-User pickup location data for the purposes of ETA calculation and dispatch routing. This processing is described in the Company's Privacy Policy, which the Client shall ensure is brought to the attention of its End-Users where required by applicable law.
SECTION 14 — GENERAL PROVISIONS
14.1 Governing Law and Jurisdiction
This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes) shall be governed by and construed in accordance with the laws of England and Wales. Each Party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales for the resolution of all such disputes.
14.2 Entire Agreement
This Agreement, together with all Schedules and Order Forms executed hereunder, constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior agreements, representations, warranties, and understandings. Each Party acknowledges that it has not relied on any representation, warranty, or undertaking not expressly set out in this Agreement.
14.3 Amendments
No amendment to this Agreement shall be valid unless made in writing and signed by authorised representatives of both Parties, save that the Company may update the Schedules on no less than 30 days' written notice.
14.4 Waiver
No failure or delay by either Party in exercising any right or remedy shall constitute a waiver of that right or remedy.
14.5 Severability
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, unenforceable, or illegal, that provision shall be severed from the Agreement and the remainder shall continue in full force and effect.
14.6 Assignment
The Client may not assign, transfer, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign this Agreement to any group company or successor entity without the Client's consent.
14.7 Force Majeure
Neither Party shall be in breach of this Agreement for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, floods, fire, civil unrest, or government action, provided it gives prompt written notice and uses reasonable endeavours to mitigate the effect.
14.8 Notices
All notices under this Agreement shall be in writing and delivered by email (with read receipt or delivery confirmation) or by first-class recorded post to the addresses set out in the Order Form. Notices shall be deemed received: (a) if by email, on the next business day after sending; (b) if by post, two business days after posting.
14.9 Survival
Sections 2 (Liability Shield and Indemnity), 9 (Intellectual Property), 12 (Confidentiality), 13 (Data Protection), 14.1 (Governing Law), and any accrued payment obligations shall survive termination or expiry of this Agreement.