T&Cs: Supplier

Checkit Limited – Terms and Conditions of Purchase (B2B)

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions
(as defined below).

Definitions

Authorised Representative; the person authorised by the
Customer to place Orders with the Supplier as notified by the Customer in
writing to the Supplier from time to time;

Bespoke Goods: means any Goods that have been changed in any
way by the Customer, including, without limitation, through the Modifications,
or any new Goods that have been requested and//or designed by the Customer. The
term Bespoke Good shall be construed accordingly;

Business Day: a day other than a Saturday, Sunday or public
holiday in England, when banks in London are open for business;

Commencement Date: has the meaning given in clause 2.3;

Conditions: these terms and conditions as amended from time to
time in accordance with clause 16.7;

Contract: the contract between the Customer and the Supplier
for the supply of Goods and/or Services in accordance with these Conditions;

Control: shall be defined as in section 1124 of the Corporation
Tax Act 2010, and the expression change of Control shall be
construed accordingly;

Customer: Checkit Europe Limited. Registered in England and
Wales (Company number 9343487);

Customer Materials: has the meaning set out in clause 5.3.10;

Deliverables: all documents, software, products and materials
developed by the Supplier or its agents, contractors and employees as part of or
in relation to the Services in any form or media, including all website content,
marketing materials, drawings, maps, plans, diagrams, designs, pictures,
computer programs, data, specifications and reports (including drafts);

Goods: the goods (or any part of them) set out in the Order
which includes, without limitation, software;

Goods Specification: any specification for the Goods, including
any related plans and drawings, that is agreed in writing by the Customer and
the Supplier;

Intellectual Property Rights: patents, utility models, rights
to inventions, copyright and neighbouring and related rights, moral rights,
trade marks and service marks, business names and domain names, rights in get-up
and trade dress, goodwill and the right to sue for passing off or unfair
competition, rights in designs, rights in computer software, database rights,
rights to use, and protect the confidentiality of, confidential information
(including know-how and trade secrets), and all other intellectual property
rights, in each case whether registered or unregistered and including all
applications 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;

Mandatory Policies: means the Customer’s business policies
notified by the Customer from time to time including its Data Protection Policy,
(as amended from time to time);

Modifications: means any modifications to the Goods requested
by the Customer, including any modifications to the Goods contained in the Goods
Specification;

Order: the Customer’s written instruction to purchase Goods
and/or Services from the Supplier;

Services: the services, including any Deliverables, to be
provided by the Supplier under the Contract as set out in the Order which may or
may not be accompanied with a separate Service Specification;

Service Specification: the description or specification for
Services agreed in writing by the Customer and the Supplier as set out in the
Order or in a separate document;

Supplier: the person or firm from whom the Customer purchases
the Goods and/or Services;

Ultimate Goods: has the meaning set out in clause 9.4 and the
term Ultimate Good shall be construed accordingly.

Interpretation:
- A person includes a natural person, corporate or unincorporated body
  (whether or not having separate legal personality).
- A reference to a party includes its personal representatives, successors
  and permitted assigns.
- A reference to a statute or statutory provision is a reference to it as
  amended or re-enacted. A reference to a statute or statutory provision
  includes all subordinate legislation made under that statute or
  statutory provision.
- Any words following the terms including, include, in particular, for
  example or any similar expression shall be construed as illustrative and
  shall not limit the sense of the words, description, definition, phrase
  or term preceding those terms.
- A reference to writing or written includes email.

2. Basis of contract

The Order constitutes an offer by the Customer to purchase Goods and/or

Services from the Supplier in accordance with these Conditions.

The Supplier acknowledges and accepts that:

an Order can only be made by the Customer’s Authorised
Representative.
each Order is only valid for period of thirty (30) calendar days
from the date stated on the Order (Validity Period). If the Order is
not accepted in accordance with clause 3 during that time, it will
expire at the end of the Validity Period.

The Order shall be deemed to be accepted on the earlier of:

the Supplier issuing written acceptance of the Order; or
any act by the Supplier consistent with fulfilling the Order,

at which point and on which date the Contract shall come into existence
(Commencement Date).

These Conditions apply to the Contract to the exclusion of any other terms
that the Supplier seeks to impose or incorporate (including any terms sent
with the quotation, acknowledgement of order or any specification), or which
are implied by trade, custom, practice or course of dealing.
All of these Conditions shall apply to the supply of both Goods and Services
except where the application to one or the other is specified.
Any reference to Goods, shall include reference to Bespoke Goods, unless
application to Bespoke Goods is specified.

3. Supply of Goods

The Supplier shall ensure that the Goods shall:

correspond with their description, any sample that is provided and
any applicable Goods Specification and/or Modifications;
meet all quality standards specified in the Order, if any (Quality
Standards);
be fit for any purpose held out by the Supplier or made known to the
Supplier by the Customer, expressly or by implication, and in this
respect the Customer relies on the Supplier’s skill and judgement;
where they are manufactured products, be free from defects in
design, materials and workmanship and remain so for 12 months after
delivery;
comply with all applicable statutory and regulatory requirements
relating to the manufacture, labelling, packaging, storage, handling
and delivery of the Goods.

The Supplier shall ensure that at all times it has and maintains all the

licences, permissions, authorisations, consents and permits that it

needs to carry out its obligations under the Contract in respect of the

Goods.

The Customer may inspect and test the Goods at any time before delivery.

Unless otherwise agreed between the parties, where the Customer wishes

to inspect the Goods, the Supplier shall send a sample to the Customer

for inspection at the Customer’s cost. The Supplier shall remain fully

responsible for the Goods despite any such inspection or testing and any

such inspection or testing shall not reduce or otherwise affect the

Supplier’s obligations under the Contract.

If following such inspection or testing the Customer considers that the

Goods do not comply or are unlikely to comply with the Supplier’s

undertakings at clause 1, the Customer shall inform the Supplier and the

Supplier shall immediately take such remedial action as is necessary to

ensure compliance at the Supplier’s cost.

The Customer may conduct further inspections and tests after the

Supplier has carried out its remedial actions.

4. Delivery of Goods

The Supplier shall ensure that:

the Goods are properly packed and secured in such manner as to
enable them to reach their destination in good condition;
each delivery of the Goods is accompanied by a delivery note which
shows the number of packages being delivered, the date of the Order,
the Order number (if any), the type and quantity of the Goods
(including the code number of the Goods (where applicable)), special
storage instructions (if any) and, if the Goods are being delivered
by installments, the outstanding balance of Goods remaining to be
delivered; and
it states clearly on the delivery note any requirement for the
Customer to return any packaging material for the Goods to the
Supplier. Any such packaging material shall only be returned to the
Supplier at the cost of the Supplier.

the Supplier shall deliver the Goods:

on the date specified in the Order or, if no such date is specified,
then within 28 days of the date of the Order (Delivery Date);
to the Customer’s premises at 29 Central Avenue, Molesey, West
Molesey KT8 2RF or such other location as is set out in the Order or
as instructed by the Customer before delivery (Delivery Location);
and
during the Customer’s normal hours of business of 9.00 -17.00 on a
Business Day, or as instructed by the Customer.

Time is of the essence in relation to the Delivery Date.

The Supplier shall be responsible for unloading and stacking the Goods

at the Delivery Location at the Supplier’s risk and shall comply with

the reasonable instructions of the Customer.

Delivery of the Goods shall be completed on the completion of unloading

and stacking of the Goods at the Delivery Location.

The Supplier shall not deliver the Goods in installments without the

Customer’s prior written consent. Where it is agreed that the Goods are

delivered by installments, they may be invoiced and paid for separately.

However, failure by the Supplier to deliver any one installment on time

or at all or any defect in an installment shall entitle the Customer to

the remedies set out in clause 1.

Title and risk in the Goods shall pass to the Customer on completion of

delivery.

5. Supply of Services

The Supplier shall from the date set out in the Order or such other date

agreed by the Customer in writing and for the duration set out in the

Order or such other time period agreed by the Customer in writing,

supply the Services to the Customer in accordance with the terms of the

Contract.

The Supplier shall meet any performance dates for the Services specified

in the Order or that the Customer notifies to the Supplier and time is

of the essence in relation to any of those performance dates.

In providing the Services, the Supplier shall:

co-operate with the Customer in all matters relating to the
Services, and comply with all instructions of the Customer;
perform the Services with the best care, skill and diligence in
accordance with best practice in the Supplier’s industry, profession
or trade;
use personnel who are suitably skilled and experienced to perform
tasks assigned to them, and in sufficient number to ensure that the
Supplier’s obligations are fulfilled in accordance with the
Contract;
ensure that the Services and Deliverables will conform with all
descriptions and specifications set out in the Service
Specification, and that the Deliverables shall be fit for any
purpose that the Customer expressly or impliedly makes known to the
Supplier;
provide all equipment, tools and vehicles and such other items as
are required to provide the Services;
use the best quality goods, materials, standards and techniques, and
ensure that the Deliverables, and all goods and materials supplied
and used in the Services or transferred to the Customer, will be
free from defects in workmanship, installation and design;
obtain and at all times maintain all licences and consents which may
be required for the provision of the Services;
comply with all applicable laws, regulations, regulatory policies,
guidelines or industry codes which may apply to the provision of the
Services, and with the Mandatory Policies;
observe all health and safety rules and regulations and any other
security requirements that apply at any of the Customer’s premises;
hold all materials, equipment and tools, drawings, specifications
(including the Goods Specifications, Services Specifications and
Modifications) and data supplied by the Customer to the Supplier
(including the materials referred to in clause 1.4 and any and all
materials relating to the Bespoke Goods) (Customer Materials) in
safe custody at its own risk, maintain the Customer Materials in
good condition until returned to the Customer, and not dispose or
use the Customer Materials other than in accordance with the
Customer’s written instructions or authorisation;
not do or omit to do anything which may cause the Customer to lose
any licence, authority, consent or permission upon which it relies
for the purposes of conducting its business, and the Supplier
acknowledges that the Customer may rely or act on the Services;

comply with any additional obligations as set out in the Service

Specification

6. Customer remedies

If the Supplier fails to deliver the Goods and/or perform the Services

by the applicable date, the Customer shall, without limiting or

affecting other rights or remedies available to it, have one or more of

the following rights:

to terminate the Contract with immediate effect by giving written
notice to the Supplier;
to refuse to accept any subsequent performance of the Services
and/or delivery of the Goods which the Supplier attempts to make;
to recover from the Supplier any costs incurred by the Customer in
obtaining substitute goods and/or services, including from a third
party;
to require a refund from the Supplier of sums paid in advance for
Services that the Supplier has not provided and/or Goods that it has
not delivered;
to require the Supplier to carry out any other necessary work to
ensure that terms of the Contract are fulfilled at the Supplier’s
cost; and
to claim damages for any additional costs, loss or expenses incurred
by the Customer which are in any way attributable to the Supplier’s
failure to meet such dates.

If the Supplier has delivered Goods that do not comply with the

undertakings set out in clause 1, then, without limiting or affecting

other rights or remedies available to it, the Customer shall have one or

more of the following rights, whether or not it has accepted the Goods:

to terminate the Contract with immediate effect by giving written
notice to the Supplier;
to reject the Goods (in whole or in part) whether or not title has
passed and to return them to the Supplier at the Supplier’s own risk
and expense;
to require the Supplier to repair or replace the rejected Goods, or
to provide a full refund of the price of the rejected Goods (if
paid);
to refuse to accept any subsequent delivery of the Goods which the
Supplier attempts to make;
to recover from the Supplier any expenditure incurred by the
Customer in obtaining substitute goods from a third party; and
to claim damages for any additional costs, loss or expenses incurred
by the Customer arising from the Supplier’s failure to supply Goods
in accordance with clause 1.

These Conditions shall extend to any substituted or remedial services

and/or repaired or replacement goods supplied by the Supplier.

The Customer’s rights under the Contract are in addition to its rights

and remedies implied by statute and common law.

7. Customer’s obligations

The Customer shall:

provide the Supplier with reasonable access at reasonable times to

the Customer’s premises and/or website for the purpose of providing

the Services;
provide such necessary information for the provision of the Services

as the Supplier may reasonably request.

8. Charges and payment

The price for the Goods:

shall be the price set out in the Order, or if no price is quoted,
the price set out in the Supplier’s published price list in force at
the Commencement Date; and
shall be inclusive of the costs of packaging, insurance, carriage of
the Goods and any taxes, charges and duties (excluding VAT (as
defined in clause 5)). No extra charges shall be effective unless
agreed in writing and signed by the Authorised Representative.

The charges for the Services shall be set out in the Order, and shall be

the full and exclusive remuneration of the Supplier in respect of the

performance of the Services. Unless otherwise agreed in writing by the

Customer, the charges shall include every cost and expense of the

Supplier directly or indirectly incurred in connection with the

performance of the Services.

The Supplier shall invoice the Customer as soon as possible following

the delivery and in any event within 30 days of delivery. Each invoice

shall include such supporting information required by the Customer to

verify the accuracy of the invoice, including but not limited to the

relevant purchase order number.

In consideration of supply of the Goods and/or Services by the Supplier,

the Customer shall pay the amounts invoiced under clause 3 within 60

days after the end of the month a correctly rendered invoice is received

by the Customer, to a bank account nominated in writing by the Supplier.

All amounts payable by the Customer under the Contract are exclusive of

amounts in respect of valued added tax chargeable from time to time

(VAT). Where any taxable supply for VAT purposes is made under the

Contract by the Supplier to the Customer, the Customer shall, on receipt

of a valid VAT invoice from the Supplier, pay to the Supplier such

additional amounts in respect of VAT as are chargeable on the supply of

the Goods and/or Services at the same time as payment is due for the

supply of the Goods and/or Services.

If the Customer fails to make a payment due to the Supplier under the

Contract in accordance with clause 4, then the Customer shall pay

interest on the overdue sum from the due date until payment of the

overdue sum, whether before or after judgment. Interest under this

clause 8.6 will accrue each day at 2% a year above the Bank of England’s

base rate from time to time, but at 2% a year for any period when that

base rate is below 0%.

The Supplier shall maintain complete and accurate records of the time

spent and materials used by the Supplier in providing the Services, and

the Supplier shall allow the Customer to inspect such records at all

reasonable times on request.

The Customer may at any time, without notice to the Supplier, set off

any liability of the Supplier to the Customer against any liability of

the Customer to the Supplier, whether either liability is present or

future, liquidated or unliquidated, and whether or not either liability

arises under the Contract. If the liabilities to be set off are

expressed in different currencies, the Customer may convert either

liability at a market rate of exchange for the purpose of set-off. Any

exercise by the Customer of its rights under this clause shall not limit

or affect any other rights or remedies available to it under the

Contract or otherwise.

9. Intellectual property rights

In respect of the Services:

All and any Intellectual Property Rights that are created or arise
out of or in connection with the Services and the Deliverables shall
be owned by the Customer (Services and Deliverables IPR).
To the extent any Intellectual Property Rights in any Services and
the Deliverables are, by operation of law or otherwise, vested in
the Supplier, or in which the Supplier has any interest at law, the
Supplier hereby assigns to the Customer all existing and future
Intellectual Property Rights (including, without limitation,
patents, copyright and related rights) in the Services and
Deliverables. The Supplier agrees to promptly execute all documents
and do all acts as may, in the opinion of the Customer, be necessary
to give effect to this clause 1.2.
The Supplier hereby irrevocably waives all moral rights under the
Copyright, Designs and Patents Act 1988 (and all similar rights in
other jurisdictions) which the Supplier has or will have in any
existing or future works relating to and/or including the Services
and Deliverables IPR.
The Customer grants the Supplier a non-exclusive, non-transferable
licence to copy and modify any materials provided by the Customer to
the Supplier for the term of the Contract for the purpose of
providing the Services and/or the Deliverables to the Customer.
At the end of the term of the Contract, the license under clause 1.4
shall cease and the Supplier shall deal with the Services and
Deliverables IPR (whether in hard copy or electronic form) in
accordance with clause 12.4.
All Customer Materials are the exclusive property of the Customer.

In respect of the Goods:

Subject to clause 2.2 and excluding the Bespoke Goods and the
Ultimate Goods:
- these Conditions do not transfer any interest in Intellectual
  Property Rights in the Goods; and
- all Intellectual Property Rights in the Goods shall be owned by
  the Supplier (Supplier IPR).
All and any Intellectual Property Rights that are created or arise
in the creation of any Bespoke Goods (Goods IPR) shall be owned by
the Customer and accordingly:
- to the extent any Intellectual Property Rights in any Bespoke
  Good are, by operation of law or otherwise, vested in the
  Supplier, or in which the Supplier has any interest at law, the
  Supplier hereby assigns to the Customer all existing and future
  Intellectual Property Rights (including, without limitation,
  patents, copyright and related rights) in the Bespoke Goods. The
  Supplier agrees to promptly execute all documents and do all
  acts as may, in the opinion of the Customer be necessary to give
  effect to this clause 2.2; and
- the Supplier hereby irrevocably waives all moral rights under
  the Copyright, Designs and Patents Act 1988 (and all similar
  rights in other jurisdictions) which the Supplier has or will
  have in any existing or future works relating to and/or
  including the Bespoke Goods.
When developing, manufacturing and/or supplying the Bespoke Goods,
the Customer grants to the Supplier a non-exclusive, personal
licence during the term of the Contract to use the Goods IPR to make
the Bespoke Goods for the Customer.
At the end of the term of the Contract, the license to use Goods IPR
under clause 2.3 shall cease and the Supplier shall deal with the
Goods IPR (whether in hard copy or electronic form) in accordance
with clause 12.4.

Each party shall immediately give written notice to the other party of

any actual, threatened or suspected infringement of any party’s

Intellectual Property Rights (including the Services and Deliverables

IPR and the Goods IPR) of which it becomes aware.

All and any Intellectual Property Rights that are created by the

Customer or arise in the creation of any goods created by the Customer

using any Goods and/or Bespoke Goods (whether in whole or in part)

(Ultimate Goods) shall be owned by the Customer and accordingly:

to the extent any Intellectual Property Rights in any Ultimate Good

are, by operation of law or otherwise, vested in the Supplier, or in

which the Supplier has any interest at law, the Supplier hereby

assigns to the Customer all existing and future Intellectual

Property Rights (including, without limitation, patents, copyright

and related rights) in the Ultimate Goods. The Supplier agrees to

promptly execute all documents and do all acts as may, in the

opinion of the Customer be necessary to give effect to this clause

4; and
the Supplier hereby irrevocably waives all moral rights under the

Copyright, Designs and Patents Act 1988 (and all similar rights in

other jurisdictions) which the Supplier has or will have in any

existing or future works relating to and/or including the Ultimate

Goods.

10. Indemnity

The Supplier shall keep the Customer indemnified against all

liabilities, costs, expenses, damages and losses (including but not

limited to any direct, indirect or consequential losses, loss of profit,

loss of reputation and all interest, penalties and legal costs

(calculated on a full indemnity basis) and all other professional costs

and expenses) suffered or incurred by the Customer arising out of or in

connection with:

the Supplier’s breach of clause 1;
any claim made against the Customer for actual or alleged
infringement of a third party’s intellectual property rights arising
out of, or in connection with, the manufacture, supply or use of the
Goods, or receipt, use or supply of the Services (including the
Deliverables but excluding the Customer Materials);
any claim made against the Customer by a third party for death,
personal injury or damage to property arising out of, or in
connection with, defects in the Goods, as delivered, or the
Deliverables; and
any claim made against the Customer by a third party arising out of
or in connection with the supply of the Goods, as delivered, or the
Services.

This clause 10 shall survive termination of the Contract.

11. Insurance

During the term of the Contract, the Supplier shall maintain in force,

with a reputable insurance company, professional indemnity insurance,

product liability insurance and public liability insurance to cover the

liabilities that may arise under or in connection with the Contract, and

shall, on the Customer’s request, produce both the insurance certificate

giving details of cover and the receipt for the current year’s premium

in respect of each insurance.

12. Confidentiality

The Supplier undertakes that it shall not at any time during the term of

the Contract or after it has terminated disclose to any person any

confidential information concerning the business (including the products

manufactured and/or sold by the Customer, specifications (including the

Goods Specifications and/or Service Specifications), Goods IPR, Services

and Deliverables IPR, inventions, processes, initiatives, know-how

(including commercial and/or technical), trade secrets, affairs,

customers, clients or suppliers of the Customer, except as permitted by

clause 2.

The Supplier may disclose the Customer’s confidential information:

to its employees, officers, representatives, subcontractors or
advisers who need to know such information for the purposes of
carrying out its obligations under the Contract. The Supplier shall
ensure that its employees, officers, representatives, subcontractors
or advisers to whom it discloses the Customer’s confidential
information must comply with this clause 12; and
as may be required by law, a court of competent jurisdiction or any
governmental or regulatory authority.

The Supplier shall not use the Customer’s confidential information for

any purpose other than to perform its obligations under the Contract.

At the end of the term of the Contract the Supplier shall:

destroy or return any physical embodiment of the Confidential

Information (including any copies) in its possession or control to

the Customer;
erase all Confidential Information from computer and communication

systems and devices used by it, including such systems and data

storage services provided by third parties (to the extent

technically and legally practicable); and
if requested by the Customer, certify in writing to the Customer

that the Supplier has complied with the requirements of this clause

4.

13. Termination

Without affecting any other right or remedy available to it, the

Customer may terminate the Contract:

with immediate effect by giving written notice to the Supplier if:
- there is a change of Control of the Supplier; or
- the Supplier’s financial position deteriorates to such an extent
  that in the Customer’s opinion the Supplier’s capability to
  adequately fulfil its obligations under the Contract has been
  placed in jeopardy;
- the Supplier encumbers or in any way charges any of the Goods;
  or
- the Supplier commits a breach of clause 3.8,
for convenience, by giving the Supplier 30 days written notice.

Without affecting any other right or remedy available to it, either

party may terminate the Contract with immediate effect by giving written

notice to the other party if:

the other party commits a material breach of any term of the

Contract which breach is irremediable or (if such breach is

remediable) fails to remedy that breach within a period of 14 days

after being notified in writing to do so;
the other party takes any step or action in connection with its

entering administration, provisional liquidation or any composition

or arrangement with its creditors (other than in relation to a

solvent restructuring), being wound up (whether voluntarily or by

order of the court, unless for the purpose of a solvent

restructuring), having a receiver appointed to any of its assets or

ceasing to carry on business or, if the step or action is taken in

another jurisdiction, in connection with any analogous procedure in

the relevant jurisdiction; or
the other party suspends, or threatens to suspend, or ceases or

threatens to cease to carry on all or a substantial part of its

business.

14. Consequences of termination

On termination of the Contract, the Supplier shall immediately deliver

to the Customer all Deliverables whether or not then complete, and

return all Customer Materials. If the Supplier fails to do so, then the

Customer may enter the Supplier’s premises and take possession of them.

Until they have been returned or delivered, the Supplier shall be solely

responsible for their safe keeping and will not use them for any purpose

not connected with the Contract.

Termination or expiry of the Contract shall not affect the parties’

rights and remedies that have accrued as at termination or expiry,

including the right to claim damages in respect of any breach of the

Contract which existed at or before the date of termination or expiry.

Any provision of the Contract that expressly or by implication is

intended to come into or continue in force on or after termination or

expiry of the Contract shall remain in full force and effect.

15. Force majeure

Neither party shall be in breach of the Contract nor liable for delay in

performing, or failure to perform, any of its obligations under it if
such delay or failure results from events, circumstances or causes
beyond its reasonable control. If the period of delay or non-performance
continues for 30 days, the party not affected may terminate this
Contract immediately by giving written notice to the affected party.

16. General

Assignment and other dealings

The Customer may at any time assign, mortgage, charge, subcontract,
delegate, declare a trust over or deal in any other manner with all
or any of its rights and obligations under the Contract.
The Supplier shall not assign, transfer, mortgage, charge,
subcontract, declare a trust over or deal in any other manner with
any of its rights and obligations under the Contract without the
prior written consent of the Customer.

Notices

Any notice given to a party under or in connection with the Contract
shall be in writing and shall be delivered by hand or by pre-paid
first-class post or other next working day delivery service at its
registered office (if a company) or its principal place of business
(in any other case); or sent by email to the email address specified
in writing by the party to be its email address for the purposes of
this Contract.
A notice shall be deemed to have been received: if delivered by
hand, on signature of a delivery receipt or at the time the notice
is left at the proper address; if sent by pre-paid first-class post
or other next working day delivery service, at 9.00 am on the second
Business Day after posting; if sent by email, at 9.00 am on the next
Business Day after transmission provided no delivery notification
failure is received and the notice is also sent in hard copy in
accordance with clause 2.1 within 2 Business Days of the date of
transmission.
This clause does not apply to the service of any proceedings or
other documents in any legal action or, where applicable, any other
method of dispute resolution.

Severance. If any provision or part-provision of the

Contract is or becomes invalid, illegal or unenforceable, it shall be

deemed modified to the minimum extent necessary to make it valid, legal

and enforceable. If such modification is not possible, the relevant

provision or part-provision shall be deemed deleted. Any modification to

or deletion of a provision or part-provision under this clause shall not

affect the validity and enforceability of the rest of the Contract.

Waiver. A waiver of any right or remedy under the

Contract or by law is only effective if given in writing and shall not

be deemed a waiver of any subsequent breach or default. A failure or

delay by a party to exercise any right or remedy provided under the

Contract or by law shall not constitute a waiver of that or any other

right or remedy, nor shall it prevent or restrict any further exercise

of that or any other right or remedy. No single or partial exercise of

any right or remedy provided under the Contract or by law shall prevent

or restrict the further exercise of that or any other right or remedy.

No partnership or agency. Nothing in the Contract is

intended to, or shall be deemed to, establish any partnership or joint

venture between the parties, constitute either party the agent of the

other, or authorise either party to make or enter into any commitments

for or on behalf of the other party.

Entire agreement. The Contract and any other document

referred to in it 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.

Third party rights

Unless it expressly states otherwise, the Contract does not give
rise to any rights under the Contracts (Rights of Third Parties) Act
1999 to enforce any term of the Contract.
The rights of the parties to rescind or vary the Contract are not
subject to the consent of any other person.

Except as set out in these Conditions, no variation of the Contract,

including the introduction of any additional terms and conditions, shall

be effective unless it is agreed in writing and signed by the parties or

their authorised representatives.

Governing law. The Contract, 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.

Each party irrevocably agrees that the courts of England and Wales shall

have exclusive jurisdiction to settle any dispute or claim (including

non-contractual disputes or claims) arising out of or in connection with

the Contract or its subject matter or formation.

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