LeadDesk General Terms & Conditions
These LeadDesk General Terms and Conditions shall apply to the provision of the LeadDesk Products provided by LeadDesk Ltd (business ID FI-22990228) or, as the case may be, its affiliate or distributor (hereinafter “Supplier”) to the Customer under the subscription agreement (the “Agreement”) that incorporates these LeadDesk General Terms and Conditions as well as to any LeadDesk Products otherwise provided by Supplier to the Customer. Any referral to “Agreement” shall include these LeadDesk General Terms and Conditions.
As used in the Agreement, capitalized terms shall have the meanings ascribed to such terms in the following:
“Customer” shall mean the entity having subscribed to or purchased the LeadDesk Products under this Agreement indicated in the Order Sheet.
“Customer Data” shall mean all Customer’s data that Customer, a Designated User or another party acting on the Customer’s behalf processes, stores, generates in or submits to the LeadDesk Service. The Customer Data may include Personal Data.
“Designated Users” shall mean those employees, sales agents or contractors of Customer or designated by Customer who are entitled to use the LeadDesk Service under this Agreement the amount of which users shall be specified in the Order Sheet.
“Intellectual Property Rights” shall mean copyrights and other similar rights and related rights (including database and catalogue rights), patents, utility models, trademarks, trade secrets, know-how and any other form of registered or unregistered intellectual property rights as well as any applications for any of the foregoing.
“LeadDesk Products” shall mean LeadDesk Service and any additional service, product, database, software or equipment provided by Supplier to the Customer, including without limitation Telecommunication Services, as applicable.
“LeadDesk Service” shall mean the proprietary “LeadDesk” online software service as specified in the Order Sheet.
“Order Sheet” shall mean Appendix 1 to the Agreement.
“Party” shall mean Customer or the Supplier (jointly the ”Parties”).
“Personal Data” shall mean any information relating to an identified or identifiable natural person Supplier processes on behalf of Customer.
“Telecommunication Services” shall mean the telephone network services provided by Supplier to Customer under this Agreement.
In this Agreement the terms “data controller”, “data processor”, “personal data” and “processing” shall have the same meanings as set out in General Data Protection Regulation (EU 2016/679) or any other applicable data protection legislation and shall be construed accordingly.
2 LEADDESK PRODUCTS
2.1 Upon the subscription of the LeadDesk Service by the Customer, Supplier grants to Customer and any Designated Users, subject to the terms and conditions of this Agreement and the payment of the fees set out in the Order Sheet or in Supplier’s price list in force from time to time, a limited, non-exclusive and nontransferable license to access and use the LeadDesk Service solely for Customer’s internal use during the term of this Agreement.
2.2 Upon lease by the Customer of LeadDesk Hardware (as set out in the Order Sheet), the Customer and the Designated Users shall have the right to use the LeadDesk Hardware solely for the purpose of using the LeadDesk Products as set out in this Agreement during the term hereof. Customer shall handle the LeadDesk Hardware with due care and not provide access to the LeadDesk Hardware to any third party without Supplier’s prior written consent. Supplier shall at all times retain title to and ownership of the LeadDesk Hardware leased to the Customer under this Agreement. LeadDesk Hardware may also be purchased from Supplier in which case title to LeadDesk Hardware shall pass to Customer when Customer has paid the full price for the same in accordance with Supplier’s price list in force from time to time. All risk of loss or damage to both leased and purchased LeadDesk Hardware shall pass to Customer upon delivery to carrier and, as the case may be, return to Supplier when the LeadDesk Hardware has been returned to Supplier.
2.3 Customer shall not on the basis of this Agreement have any rights to copy, reproduce modify, decompile, reverse engineer, access the source code of or transfer, assign, sublicense, distribute or otherwise make any use of the LeadDesk Products which is not expressly permitted under this Agreement or applicable law or which otherwise infringes the Intellectual Property Rights in the LeadDesk Products or any part of them or any other Intellectual Property Rights of third parties. The Customer acknowledges that certain parts of the LeadDesk Products may be subject to separate terms and conditions of LeadDesk or a third party.
2.4 Customer shall not i) use the LeadDesk Products in any manner that could damage, disable, overburden or impair the LeadDesk Products; ii) use any data mining, robots, scraping, or similar data gathering or extraction methods; iii) use, sell, rent, transfer, license or otherwise provide anybody with the LeadDesk Products, except as provided herein; iv) interfere with other customers’ use and enjoyment of the LeadDesk Products; (v) erase, cover or delete any possible ownership and/or copyright labelling from the LeadDesk Products and vi) circumvent or try to circumvent any usage control or anti-copy functionalities of the LeadDesk Products.
2.5 All Intellectual Property Rights in and to the LeadDesk Products are and shall at all times remain the sole and exclusive property of Supplier and/or any relevant third parties. Nothing in this Agreement shall constitute a transfer of any Intellectual Property Rights of Supplier or any third party to Customer. All rights not expressly granted to Customer shall be retained by Supplier.
2.6 Supplier shall use its commercially reasonable efforts to deliver the setup services for the LeadDesk Products agreed upon in this Agreement and any material related thereto within a reasonable time. Telecommunication Services must be delivered to Customer not later than one (1) month from the commencement of the Agreement or as separately agreed between the Parties. The Customer shall be responsible for installing the LeadDesk Products to its data system environment unless otherwise agreed. Supplier shall, however, provide support to the Customer as stipulated under Section 3 herein. If Customer has not reported any claims for nonconformity, delay or deficiency relating to the LeadDesk Products or any contract breach within seven (7) days of delivery or from the moment when such deficiency was first visible, or such breach occurred, all LeadDesk Products will be deemed accepted and delivered in accordance with this Agreement.
2.7 The Customer is responsible for acquiring any and all network, internet and telecommunications connections and all technical equipment required for using the LeadDesk Products (other than such technical equipment provided by Supplier, as the case may be)
3.1 As a part of the LeadDesk Service provided herein Supplier shall use its commercially reasonable endeavors to provide general remote support and remote assistance to the Customer in using and setting up the LeadDesk Service acquired herein and provide consultation for the Customer’s reasonable questions related to the LeadDesk Service for a period of one (1) month as of the commencement of the LeadDesk Service, however, such support amounting at most to fifteen (15) personnel hours of Supplier.
3.2 In addition to the general support services set forth above in 3.1, Customer may order from Supplier additional setup, support, onsite support, consultancy and training services related to the use of the LeadDesk Products at the prices set out in Supplier’s price list from time to time.
4 CHANGES TO THE LEADDESK PRODUCTS
4.1 Supplier may, from time to time, under its sole discretion, modify and update any of the LeadDesk Products or a part thereof and may cease to provide the same. If such changes of the LeadDesk Products require changes to be made to the Customer’s equipment or software, LeadDesk shall notify the Customer of all such necessary changes at least one (1) week in advance prior to implementing such changes to the LeadDesk Products. The Customer is responsible for carrying out such changes to its equipment or software at its own expense.
4.2 Any additional development work of the LeadDesk Products requested by Customer and any fees and prices payable thereof shall always be separately agreed upon with Supplier in writing.
5 CUSTOMER DATA AND DATA PROTECTION
5.1 In connection with the use of the LeadDesk Service, Customer may transfer various Customer Data to Supplier for processing on behalf of Customer. Customer Data might include Personal Data. With respect to such Personal Data, Customer acts as data controller and Supplier as data processor under applicable data protection laws. The following terms and conditions set forth in this section concern the data processing activities of Supplier as data processor with respect to the Personal Data it processes on behalf of Customer and are applied to this Agreement between Customer and Supplier.
5.2 Supplier and Customer shall comply with the EU Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“Regulation”) and any applicable European or foreign data protection laws as amended.
5.3 Customer is solely responsible for the lawful collection, processing and use, and for the accuracy of the Personal Data as well as for preserving the rights of the individuals concerned. If and to the extent legally required, Customer shall inform the individuals concerned regarding the processing of their Personal Data by Supplier and shall obtain their consent if necessary. Customer shall without delay inform Supplier of any matters that are of relevance for Supplier to fulfil its obligations specified in this Agreement and the applicable data protection laws. For avoidance of doubt, it is hereby stated that Supplier shall not in any way be responsible or liable towards the Customer, data subjects or third parties for any damages or claims arising from failure of Customer in fulfilling his statutory obligations or obligations of Customer based on this Agreement.
5.4 The Personal Data processed by Supplier on behalf of the Customer may include e.g. Personal Data of the Customer’s end-customers and potential end-customers, such as their name, contact details and communication (telephone calls) between such data subjects and Customer. Customer acknowledges that due to the nature of the LeadDesk Service, Supplier cannot control and has no obligation to verify Personal Data Customer transfers to Supplier for processing on behalf of Customer when Customer uses the LeadDesk Service. Customer ensures that Customer is entitled to transfer the Personal Data to Supplier so that Supplier may lawfully process the Personal Data on behalf of Customer in accordance with this Agreement.
5.5 Supplier undertakes to process Personal Data only to the extent required to perform its duties under this Agreement and to provide the LeadDesk Products, unless otherwise agreed upon. Supplier will not assert liens or other rights over or sell or disclose Personal Data to any third parties, without Customer’s prior written approval. Supplier shall process Personal Data in accordance with this Agreement and documented instructions from Customer. Customer’s instructions must be commercially reasonable, compliant with applicable data protection laws and consistent with this Agreement. Supplier shall not be obliged to verify whether any instructions given by Customer are consistent with applicable laws, as Customer is responsible for such compliance verification of its instructions. However, if Supplier detects that any instruction given by Customer is non-compliant with the requirements of any data protection legislation applicable to Supplier’s operations, Supplier shall inform Customer in writing thereof.
5.6 The Parties shall implement appropriate technical and organizational measures in order to protect, secure and safeguard the Personal Data within their area of responsibility, in order to safeguard the Personal Data against unauthorized or unlawful processing or access and against accidental loss, destruction or damage. Such measures include where necessary and appropriate, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons the following measures:
5.7 Upon request of the Customer, Supplier shall obtain an audit report from an independent auditor regarding the Supplier’s compliance with its obligations under this Agreement and forward it to the Customer. The audit report must be issued on the basis of a recognized standard for such audit reports. The audit report must be forwarded to the Customer within a reasonable time after having received the request from the Customer. For clarity, it is stated that current ISO27001 and SOC3 reports, when kept up-to-date, shall be deemed to fulfil this requirement.
5.8 In addition to the foregoing, Customer has the right once annually, at his own cost and against a reasonable compensation to Supplier, either independently or with assistance of a third-party auditor mandated by Customer to audit the facilities and processing activities of Supplier under this Agreement to assess the compliance of Supplier applicable data protection legislation and this Agreement. Where Supplier fails to keep his ISO27001 and SOC3 reports up-to-date and to provide them to Customer as agreed in Section 5.7, Supplier shall not be entitled to any compensation for his assistance in the audit. The Parties shall separately agree in writing on the specifics of the audit. Customer is responsible for notifying Supplier of the performance of an audit thirty (30) days in advance, unless otherwise stipulated by compelling decision of the competent authorities.
5.9 The third-party auditor shall upon the Supplier’s request sign a customary non-disclosure agreement, and treat all information obtained or received from Supplier confidentially, and may only share the information with the Customer.
5.10 Supplier shall allow the auditor access to its premises and data systems during the agreed time within the Supplier’s normal office hours so that the audit does not in any way compromise the security of the Supplier’s operation or services, or protection of personal data of its other customers. Whenever required by the auditor, Supplier shall provide the auditor with information, documents and other material reasonably required, and otherwise reasonably assist in carrying out the audit.
5.11 All servers, service centers etc., used by Supplier in the processing of personal data are located in the area of European Economic Area (“EEA”). Customer has the right to request a specification of these locations from Supplier from time to time.
5.12 However, Supplier retains the right to engage in the future subprocessors located outside the Customer’s country of domicile and the EEA. In case processing by such subprocessors would be subject to any EU data protection law and Personal Data would be transferred from the EEA to a subprocessor for processing in any country outside the EEA that is not recognized by the European Commission as providing an adequate level of protection for personal data, the Supplier undertakes to provide for appropriate safeguards by standard contractual clauses, adopted or approved by the European Commission and applicable to the processing by the non-EEA subprocessor or by any other appropriate safeguard as foreseen under the Regulation.
5.13 In order to assist the Customer to respond to requests from individuals exercising their rights as foreseen in applicable data protection law, such as the right of access and the right to rectification or erasure, the Supplier shall against a reasonable compensation provide the Customer with commercially reasonable assistance, without undue delay, taking into account the nature of the processing.
5.14 The Supplier shall against a reasonable compensation further provide the Customer with commercially reasonable assistance in ensuring compliance with the Customer’s obligations to perform security and data protection assessments, breach notifications and prior consultations of the competent supervisory authority, as set out in the applicable data protection law, taking into account the nature of the processing and the information available to the Supplier. For such purpose, Supplier shall make available to Customer any information available to Supplier reasonably required and necessary for Customer to demonstrate compliance with the obligations laid down in the applicable data protection legislation. The provision of information must be carried out in such a way that it does not in any way jeopardize the security of the operations or services of the Supplier or the protection of personal data processed by the Supplier on behalf of its other customers.
5.15 In addition, the Supplier shall, and shall procure that its personnel (including its subcontractors’ personnel) shall:
5.16 The Supplier shall, without undue delay after having become aware of it, inform the Customer in writing about any data breaches relating to Personal Data and any other events where the security of Personal Data processed on behalf of the Customer has been compromised. Supplier’s notification about the breach to the Customer shall include at least the following:
5.17 Customer acknowledges that Supplier stores Customer Data only for a limited time determined by Supplier in its sole discretion and Customer shall be solely responsible for storing appropriate backup copies of the Customer Data. Customer especially acknowledges that Supplier stores telephone call recordings or tapes only for a period of three (3) months. The Customer may purchase extended storage time from Supplier at a price set out in Supplier’s price list in force from time to time.
5.18 Personal Data shall be processed in accordance with this Agreement until the Customer has ceased to use the LeadDesk Products under this Agreement.
5.19 Within a reasonable time after the termination or expiry of this Agreement, or after the Customer has permanently ceased to use the LeadDesk Products, Supplier shall permanently delete the remaining Personal Data in its possession from its storage media, except to the extent that Supplier is under a statutory obligation to continue storing such Personal Data. On the Customer’s request, Supplier shall confirm the deletion in writing. Supplier shall not, however, be required to delete copies of the Personal Data from its backup servers until such time that the backup copies are scheduled to be deleted.
5.20 The Customer retains the title and all Intellectual Property Rights in and to the Customer Data. The Customer grants Supplier a non-exclusive, sublicensable, transferrable, worldwide, royalty-free license and permission to use, copy, process, store, modify and otherwise exploit
5.21 The Customer shall be responsible for having the competence and licenses required for granting the licenses granted herein under any applicable laws.
5.22 The Customer shall indemnify Supplier from and against any loss, damage, claim or liability arising from its breach of this Section 5.
6 GENERAL RIGHTS AND RESPONSIBILITIES OF CUSTOMER
6.1 The person signing or otherwise accepting the Agreement represents that it has the authority to bind the organization indicated in the Order Sheet.
6.2 The Customer must maintain confidential and secure all identifying codes, passwords and any other confidential information relating to the LeadDesk Products and the provision thereof and ensure that all Designated Users comply with the obligations set out herein.
6.3 The Customer must immediately inform Supplier regarding any threats or suspected threats against the security of the LeadDesk Products and of any unauthorized disclosure of confidential information or personal data relating to the LeadDesk Products.
6.4 In relation to all telemarketing, direct marketing and other marketing performed by the Customer or a subcontractor of Customer by using the LeadDesk Products, the Customer ensures that all applicable data protection and consumer protection laws and other laws are complied with, including without limitations direct marketing regulation.
7 FEES AND PAYMENT
7.1 In return for the use of the LeadDesk Products under this Agreement, Customer shall pay Supplier the fees set forth in Supplier’s price list in force from time to time. Such fees shall be payable as of the calendar month during which the LeadDesk Service has commenced and in accordance with the invoices and payment instructions issued by Supplier. The Customer has the right to request information from Supplier on how the fees payable for Telecommunication Services have been calculated and accrued by sending Supplier a request thereof within one (1) month from the receipt of the invoice relating to such fees. Late payment interest for due but unpaid amounts shall be calculated in accordance with the Finnish Interest Act (633/1982, as amended).
7.2 All fees and prices set out in the Supplier’s price list and applicable to this Agreement are exclusive of any value-added taxes, sales or use taxes and any other taxes or levies. The Customer shall be liable for any taxes and levies that may be imposed on the use or purchase of the LeadDesk Products.
7.3 Recurring fees (e.g. licenses) shall be fixed from the first invoice date of this Agreement until the end of the following year if the invoicing has been started between 1.6.-31.12. and until the end of the current year if the invoicing has been started between 1.1.-31.5. The Recurring fees for any subsequent year shall be increased by maximum 5 % (five percent) and the increased prices shall take effect in the beginning of each year.
8 NO WARRANTY
8.1 Supplier will make reasonable efforts to keep the LeadDesk Products operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, Supplier reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the LeadDesk Products, with or without notice, all without liability to Customer, except where prohibited by law, for any interruption, modification, or discontinuation of the LeadDesk Products or any function or feature thereof.
8.2 Customer shall understand, agree, and accept that Supplier has no obligation to maintain, support, upgrade, or update the LeadDesk Products, or to provide all or any specific content through the LeadDesk Products. This section will be enforced to the extent permissible by applicable law.
8.3 The LeadDesk Products provided by Supplier to Customer shall be provided on an “as is” basis. Supplier makes no representations, warranties or guarantees regarding the LeadDesk Products and disclaims all implied and express warranties and representations, including without limitation warranties of merchantability, fitness for a particular purpose and non-infringement.
8.4 Supplier does not warrant that the LeadDesk Products will meet or fulfil Customer’s requirements, expectations or purposes of use, or that the LeadDesk Products will be free of defects or errors or interruptions.
9 LIMITATION OF LIABILITY
9.1 Neither Party shall be liable for any indirect, special or consequential damages resulting from this Agreement, including but not limited to loss of profits or business or damage or loss caused as a result of interruptions in business.
9.2 Supplier shall not be liable towards Customer for any damages and expenses incurred to the Customer as a result of destruction or loss of Customer Data. Supplier shall not in any way be liable for the Customer’s own use of the LeadDesk Products or any damages or losses resulting thereof.
9.3 Supplier accepts no liability whatsoever for any problems caused by network connections or electricity supply, or any other problems relating to any service or product provided by any third-party service provider.
9.4 As the Customer’s sole and exclusive remedy for any delay or deficiency in relation to the Telecommunication Services, Supplier
9.5 Supplier’s aggregate maximum liability for any damages arising out of or related to this Agreement shall not exceed fifty (50) per cent of the fees actually paid by Customer to Supplier for the LeadDesk Service during the last two (2) months preceding the receipt of the claim for damages.
9.6 Notwithstanding the foregoing, neither Party seeks to exclude or restrict its liability for any matter in respect of which, by law, it is not permitted to restrict its liability, such as liability for damage caused by intentional misconduct or gross negligence.
10.1 The Parties each undertake and agree to keep secret the other Party’s confidential information including but not limited to technical, financial and commercial information (hereinafter referred to as “Confidential Information”), unless such Confidential Information is required to be disclosed in order to comply with the obligations set out in this Agreement. Each Party shall restrict access to Confidential Information received from the other Party only to those of its personnel and subcontractors to whom such access is reasonably necessary for the proper performance of the obligations set out in this Agreement. Such personnel and subcontractors shall be bound by confidentiality obligations similar to those contained herein.
10.2 Each Party shall promptly upon termination of the LeadDesk Service cease using Confidential Information received from the other Party and use reasonable means to destroy it. Each Party shall, however, be entitled to retain the copies required by law or regulations.
10.3 The obligations set forth herein regarding Confidential Information shall not apply to information which is:
11 TERM AND TERMINATION
11.1 The term of this Agreement is specified in the Order Sheet. If no term has been set out in the Order Sheet, the Agreement shall take effect when both Parties have signed the Agreement and shall continue for a period of one (1) year and shall automatically renew for additional periods of one (1) year at the list price in effect at the time of renewal, unless either Party gives the other a written notice of nonrenewal at least three (3) months’ prior to the end of the relevant subscription year. Notwithstanding the foregoing, the Supplier may at any time terminate the Agreement for convenience with a three (3) months’ prior notice to Customer.
11.2 In addition to the assistance obligations of Supplier set forth in Section 5 above, Supplier shall upon the Customer’s request provide reasonable termination assistance for a maximum of one (1) month after the termination of this Agreement, such termination assistance being assistance in the transfer of the remaining Customer Data from the LeadDesk Service to a new service substituting the LeadDesk Service. Supplier shall charge the Customer for the termination assistance in accordance with the Supplier’s price list in force from time to time. Any and all out of the pocket expenses of Supplier related to termination assistance shall be reimbursed to Supplier.
11.3 A Party may terminate this Agreement with immediate effect if the other Party substantially breaches the provisions of this Agreement and fails to correct the breach within fourteen (14) days of having received written notice of the breach. The Customer acknowledges that a failure by the Customer to pay the fees set forth in this Agreement shall constitute a material breach of this Agreement and the Customer acknowledges that Supplier may cease to provide the LeadDesk Products to Customer due to such failure by the Customer without prior notice.
11.4 Supplier may terminate this Agreement with immediate effect, in whole or in part, if Customer becomes bankrupt, liquidated or insolvent or enters any proceedings in this regard which can reasonably be considered to weaken its ability to make payments.
11.5 Upon expiry or termination of this Agreement, the Customer shall promptly return any hired LeadDesk Hardware and any possible Confidential Information of Supplier.
11.6 The provisions of this Agreement which by their nature reasonably should survive the termination or other expiration of this Agreement shall survive any expiration or termination of this Agreement.
12.1 Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of Finland, without reference to its conflict of laws or private international law provisions. Any dispute, controversy or claim arising out of or in connection with this Agreement or the breach, termination or invalidity thereof, shall be attempted to be amicably settled through negotiations between the Parties for a period of thirty (30) days and failing the same, shall be finally settled in arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce of Finland by one (1) arbitrator. The arbitration shall take place in Helsinki, Finland and shall be conducted in the English language. The award of the arbitration shall be final and binding on both Parties. Notwithstanding the above, Supplier may always institute legal action in the District Court of Helsinki against the Customer.
12.2 Subcontractors. Each Party shall have the right to subcontract its obligations under this Agreement. Each Party shall ensure that his subcontractor shall comply with the provisions of this Agreement. Each Party shall be liable for the actions of its subcontractors as for its own. Furthermore, the Customer gives its general authorization to allow the Supplier to involve the Supplier’s affiliated companies and other subcontractors as subprocessors to process Personal Data in connection with the provision of the LeadDesk Service, to the extent such appointment does not lead to non-compliance with any applicable law or the Supplier’s obligations under this Agreement. The Supplier ensures that the involved subprocessors are properly qualified, will be under a data processing agreement with Supplier, and comply with data processing obligations similar to the ones which apply to the Supplier under this Agreement. The Supplier shall be liable towards the Customer for the processing of Personal Data carried out by the Supplier’s subprocessors. The Supplier is free to choose and change its subprocessors. Upon request, the Supplier shall inform the Customer of subprocessors currently involved.
12.3 Force Majeure. A Party shall not be deemed to be in breach of this Agreement as long as its failure to perform any of its obligations hereunder is caused solely by labour disturbance, fire, act of war or nature, information network or telecommunication network malfunction, government order or any other, similar cause beyond the Party’s reasonable control. If such event persists for over one (1) month, a Party may terminate this Agreement immediately upon written notice to the other Party.
12.4 Assignment. Unless expressly agreed otherwise herein, neither this Agreement, nor any interest hereunder shall be assignable by Customer without the prior written consent of the Supplier. Supplier shall be entitled to assign and transfer this Agreement to an affiliate or third party or as a part of a sale of its business operations pertaining to this Agreement or a part thereof.
12.5 Amendments. Supplier is entitled to amend the Agreement and any appendices including without limitation the fees charged for the LeadDesk Products by providing the Customer with a one (1) month prior written notice to the Customer’s address or email address indicated in the Order Sheet. If the Customer does not accept the change made by Supplier to this Agreement or its appendices, the Customer has the right to terminate the Agreement by notifying Supplier thereof in writing at least two (2) weeks prior to the effective date of such change.
12.6 No waiver. A failure by any Party at any time or times to require performance of any provisions of this Agreement shall in no manner affect its right to enforce the same, and the waiver by any Party of any breach of any provision of this Agreement shall not be construed to be a waiver by such Party of any succeeding breach of such provision or waiver by such Party of any breach of any other provision hereof.
12.7 Entire Agreement and Headings. This Agreement represents the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements relating to the subject matter hereof. This Agreement shall be construed as having been mutually drafted by the Parties without regard to any actual division of responsibility in the drafting hereof. Headings and captions are for convenience of reference only and do not alter the meaning or interpretation of the Agreement.
12.8 Severability. If any term or provision of this Agreement is held to be illegal or unenforceable, the validity of the remainder of this Agreement shall not be affected.