Bulgin Limited – Terms and Conditions of Purchase

 

1. Interpretation

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

1.1 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: Bulgin Limited registered in England and Wales with company number 04949934;

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 9.4and the term Ultimate Good shall be construed accordingly.

1.2 Interpretation:

1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.2.2 A reference to a party includes its personal representatives, successors and permitted assigns.

1.2.3 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.

1.2.4 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.

1.2.5 A reference to writing or written includes email.

2. Basis of contract

2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services from the Supplier in accordance with these Conditions.

2.2 The Supplier acknowledges and accepts that:

2.2.1 an Order can only be made by the Customer’s Authorised Representative.

2.2.2 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 2.3during that time, it will expire at the end of the Validity Period.

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

2.3.1 the Supplier issuing written acceptance of the Order; or

2.3.2 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).

2.4 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.

2.5 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.

2.6 Any reference to Goods, shall include reference to Bespoke Goods, unless application to Bespoke Goods is specified.

3. Supply of Goods

3.1 The Supplier shall ensure that the Goods shall:

3.1.1 correspond with their description, any sample that is provided and any applicable Goods Specification and/or Modifications;

3.1.2 meet all quality standards specified in the Order, if any (Quality Standards);

3.1.3 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;

3.1.4 where they are manufactured products, be free from defects in design, materials and workmanship and remain so for 12 months after delivery;

3.1.5 comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.

3.2 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.

3.3 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.

3.4 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 3.1, 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.

3.5 The Customer may conduct further inspections and tests after the Supplier has carried out its remedial actions.

4. Delivery of Goods

4.1 The Supplier shall ensure that:

4.1.1 the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;

4.1.2 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 instalments, the outstanding balance of Goods remaining to be delivered; and

4.1.3 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.

4.2 the Supplier shall deliver the Goods:

4.2.1 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);

4.2.2 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

4.2.3 during the Customer’s normal hours of business of 9.00 -17.00 on a Business Day, or as instructed by the Customer.

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

4.4 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.

4.5 Delivery of the Goods shall be completed on the completion of unloading and stacking of the Goods at the Delivery Location.

4.6 The Supplier shall not deliver the Goods in instalments without the Customer’s prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 6.1.

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

5. Supply of Services

5.1 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.

5.2 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.

5.3 In providing the Services, the Supplier shall:

5.3.1 co-operate with the Customer in all matters relating to the Services, and comply with all instructions of the Customer;

5.3.2 perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;

5.3.3 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;

5.3.4 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;

5.3.5 provide all equipment, tools and vehicles and such other items as are required to provide the Services;

5.3.6 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;

5.3.7 obtain and at all times maintain all licences and consents which may be required for the provision of the Services;

5.3.8 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;

5.3.9 observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer’s premises;

5.3.10 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 9.1.4and 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;

5.3.11 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;

5.4 comply with any additional obligations as set out in the Service Specification

6. Customer remedies

6.1 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:

6.1.1 to terminate the Contract with immediate effect by giving written notice to the Supplier;

6.1.2 to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;

6.1.3 to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods and/or services, including from a third party;

6.1.4 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;

6.1.5 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

6.1.6 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.

6.2 If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 3.1, 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:

6.2.1 to terminate the Contract with immediate effect by giving written notice to the Supplier;

6.2.2 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;

6.2.3 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);

6.2.4 to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;

6.2.5 to recover from the Supplier any expenditure incurred by the Customer in obtaining substitute goods from a third party; and

6.2.6 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 3.1.

6.3 These Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier.

6.4 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

7.1 The Customer shall:

7.1.1 provide the Supplier with reasonable access at reasonable times to the Customer’s premises and/or website for the purpose of providing the Services;

7.1.2 provide such necessary information for the provision of the Services as the Supplier may reasonably request.

8. Charges and payment

8.1 The price for the Goods:

8.1.1 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

8.1.2 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 8.5)). No extra charges shall be effective unless agreed in writing and signed by the Authorised Representative.

8.2 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.

8.3 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.

8.4 In consideration of supply of the Goods and/or Services by the Supplier, the Customer shall pay the amounts invoiced under clause 8.3 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.

8.5 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.

8.6 If the Customer fails to make a payment due to the Supplier under the Contract in accordance with clause 8.4, 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 8.6will 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%.

8.7 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.

8.8 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

9.1 In respect of the Services:

9.1.1 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).

9.1.2 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 9.1.2.

9.1.3 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.

9.1.4 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.

9.1.5 At the end of the term of the Contract, the license under clause 9.1.4shall 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.

9.1.6 All Customer Materials are the exclusive property of the Customer.

9.2 In respect of the Goods:

9.2.1 Subject to clause 9.2.2and excluding the Bespoke Goods and the Ultimate Goods:

9.2.1.1 these Conditions do not transfer any interest in Intellectual Property Rights in the Goods; and

9.2.1.2 all Intellectual Property Rights in the Goods shall be owned by the Supplier (Supplier IPR).

9.2.2 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:

9.2.2.1 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 9.2.2; and

9.2.2.2 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 Bespoke Goods.

9.2.3 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.

9.2.4 At the end of the term of the Contract, the license to use Goods IPR under clause 9.2.3shall cease and the Supplier shall deal with the Goods IPR (whether in hard copy or electronic form) in accordance with clause 12.4.

9.3 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.

9.4 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:

9.4.1 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 9.4; and

9.4.2 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 Ultimate Goods.

10. Indemnity

10.1 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:

10.1.1 the Supplier’s breach of clause 3.1;

10.1.2 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);

10.1.3 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

10.1.4 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.

10.2 This clause 10shall 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

12.1 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 12.2.

12.2 The Supplier may disclose the Customer’s confidential information:

12.2.1 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

12.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 The Supplier shall not use the Customer’s confidential information for any purpose other than to perform its obligations under the Contract.

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

12.4.1.1 destroy or return any physical embodiment of the Confidential Information (including any copies) in its possession or control to the Customer;

12.4.1.2 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

12.4.1.3 if requested by the Customer, certify in writing to the Customer that the Supplier has complied with the requirements of this clause 12.4.

13. Termination

13.1 Without affecting any other right or remedy available to it, the Customer may terminate the Contract:

13.1.1 with immediate effect by giving written notice to the Supplier if:

13.1.1.1 there is a change of Control of the Supplier; or

13.1.1.2 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;

13.1.1.3 the Supplier encumbers or in any way charges any of the Goods; or

13.1.1.4 the Supplier commits a breach of clause 5.3.8,

13.1.2 for convenience, by giving the Supplier 30 days written notice.

13.2 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:

13.2.1 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;

13.2.2 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

13.2.3 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

14.1 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.

14.2 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.

14.3 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

16.1 Assignment and other dealings

16.1.1 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.

16.1.2 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.

16.2 Notices

16.2.1 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.

16.2.2 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 16.2.1within 2 Business Days of the date of transmission.

16.2.3 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.

16.3 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.

16.4 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.

16.5 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.

16.6 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.

16.7 Third party rights

16.7.1 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.

16.7.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

16.8 Variation. 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.

16.9 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.

16.10 Jurisdiction. 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.