This personal guarantee relates to the services agreement (“Agreement”) under which Robot Mascot Ltd., a company registered in England and Wales, with company number 09468168 and registered address at 15 Palace Street, Norwich, United Kingdom, NR3 1RT (“we”) will provide to the company that engaged us via our website (“Company”) the services selected in our website (“Services”) 

THIS GUARANTEE CREATES LEGALLY BINDING OBLIGATIONS ON YOU. IT IS ADVISABLE THAT YOU OBTAIN INDEPENDENT LEGAL ADVICE BEFORE YOU AGREE TO THIS GUARANTEE.

1. Payment Guarantee and Indemnity

1.1. In consideration of the us providing the Services in accordance with the Agreement, you guarantee to us that, whenever the Company does not pay any of the monies due from the Company to us from time to time under the Agreement (“Guaranteed Amounts”) as they fall due, you shall pay us on demand the Guaranteed Amounts unpaid.

1.2. You, as principal obligor and as a separate and independent obligation and liability from your obligations under clause 1.1, agree to indemnify us and keep us indemnified in full and on demand from and against all and any losses, costs and expenses suffered or incurred by us arising out of, or in connection with, any failure of the Company to pay the Guaranteed Amounts.

1.3. If the obligation to pay the Guaranteed Amounts is, or becomes, unenforceable, invalid or illegal, you agree to indemnify us and keep us indemnified on demand against all and any losses, costs and expenses suffered or incurred by us arising out of, or in connection with, any failure of the Company to pay the Guaranteed Amounts.

2. Our Protections

2.1. This guarantee is a continuing security and shall cover the ultimate balance of all monies payable under the Agreement, irrespective of any intermediate payment in full or in part of the Guaranteed Amounts.

2.2. Your liability under this guarantee shall not be reduced, discharged or otherwise adversely affected by:

2.2.1. any act or omission that would not have discharged or affected your liability had it been a principal obligor instead of a guarantor; or 

2.2.2. any other act or omission except your express written release by us.

2.3. You waive any right you may have to require us to proceed against or enforce any other right or claim for payment against any person before claiming from you under this guarantee.

2.4. Until the Guaranteed Obligations and all amounts which may be or become payable under this guarantee have been irrevocably paid in full, and unless we otherwise direct in writing, you shall not enforce any security or exercise any other rights which you may have by reason of performance of your obligations under this clause 2, whether such rights arise by way of set-off, counterclaim, subrogation, indemnity or otherwise.

3. Additions and Variations to the Agreement

3.1. You authorise us and the Company to make any additions or variations to the Agreement, and agree to guarantee payment of the Guaranteed Amounts as so amended or varied in accordance with the terms of this guarantee.

4. Payments

4.1. All sums payable by you under this guarantee shall be paid in full to us in the currency in which the Guaranteed Amounts are payable, free and clear of any deductions or withholdings of any kind, except for those required by any law or regulation binding on you.

5. Costs

5.1. You shall on a full indemnity basis pay us on demand the amount of all costs and expenses (including legal and out-of-pocket expenses and any value added tax on those costs and expenses) which we incur in connection with:

5.1.1. the preservation, exercise or enforcement of any rights in connection with this guarantee; and

5.1.2. any discharge or release of this guarantee.

6. Your representations and warranties

6.1. You represent and warrant to us that:

6.1.1. your obligations under this guarantee shall, when executed, constitute legal, valid, and binding obligations enforceable in accordance with the terms of this guarantee;

6.1.2. you do not require the consent, approval or authority of any other person to enter into this guarantee or perform the obligations under this guarantee;

6.1.3. your entry into this guaranteed and the performance of your obligations under this guarantee will not constitute any breach of or default under any contractual, governmental or public obligation binding on you; and

6.1.4. you are not engaged in any litigation or arbitration proceedings which might affect your capacity or ability to perform your obligations under this guarantee and to the best of its knowledge no such legal or arbitration proceedings have been threatened or are pending against you.

7. General Provisions

7.1. Assignment and other dealings.

7.1.1. you shall not assign, transfer, subcontract, or deal in any other manner with any or all of its rights and obligations under this guarantee without our prior written consent.

7.1.2. we may at any time assign, transfer, charge or deal in any other manner with any or all of its rights under this guarantee.

7.2. Confidentiality.

7.2.1. Either party may disclose the other party’s confidential information as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

7.2.2. No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this guarantee.

7.3. Entire agreement.

7.3.1. This guarantee and the Agreement constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements and understandings between them, whether written or oral, relating to its subject matter.

7.3.2. Each party agrees that it 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 guarantee. 

7.4. Variation. No variation of this guarantee shall be effective unless it is in writing and signed by the parties.

7.5. Waiver.

7.5.1. A waiver of any right or remedy under this guaranteeagreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

7.5.2. No failure or delay by a party to exercise any right or remedy provided under this guaranteeagreement 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.

7.6. Severance. If any provision or part-provision of this guaranteeagreement 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 guaranteeagreement.

7.7. Notices.

7.7.1. A notice or communication given to a party under or in connection with this guaranteeagreement shall be in writing and sent to the party at the address or email address [INCLUDE WHERE YOU WILL RECORD YOUR AND THE GUARANTOR’S ADDRESS] or as otherwise notified in writing to each other party.

7.8. Third party rights. Except where it expressly states otherwise, this guarantee does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this guaranteeagreement.

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

7.10. Jurisdiction. Each party irrevocably agrees, for our sole benefit that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this guarantee or its subject matter or formation. Nothing in this clause shall limit our right to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.