1. INTERPRETATION
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are
open for business.
Company: Compliance Group Limited registered in England and Wales with company number 12351374 and any of its subsidiaries.
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 15.8.
Contract: the contract between the Company and the Customer for the supply of the Services in accordance
with these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be interpreted accordingly.
Customer: the person or firm who purchases the Services from the Company.
Delivery Location: has the meaning given in clause 3.5.
Equipment: means the goods or equipment (or any part of it) as set out in the Statement of Work, including any other additional equipment supplied after installation.
Force Majeure Event: has the meaning given to it in clause 14.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up [and trade dress], goodwill and the right to sue for passing off, 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.
Materials: has the meaning given in clause 6.1(m). www.complii.com
Order: the Customer's order for the Services as set out in the Customer's written communication to the Company or the purchase order form (as the case may be).
Prices Indices: means any officially published index of prices which measures changes in the general level of prices over time as published by a recognised governmental or statistical authority, with priority given to information published by the Building Cost Information Service (BCIS).
Quotation: means the quotation in respect of the Services provided by the Company to the Customer in accordance with clause 2.4.
Services: the services, including the Equipment, supplied by the Company to the Customer as set out in the Statement of Work.
Site Representative: means the Customer’s site representative who is appropriately competent and qualified, has specific knowledge of the Customer’s premises (or such other location as is necessary to supply the Services) and is authorised to sign documentation on behalf of the Customer.
Statement of Work: the description or specification for the Services provided in writing by the Company to the Customer including the agreed charges payable by the Customer for the Services and any special conditions which may be applicable.
1.2 Interpretation:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its successors and permitted assigns.
(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written excludes fax but not email.
2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase the Services in accordance with these Conditions.
2.2 The Order shall be deemed to be accepted when the Company issues written or verbal acceptance of the Order, at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 Any samples, drawings, or advertising issued by the Company and any descriptions of the Equipment or illustrations or descriptions of the Services contained in the Company’s catalogues or brochures or on the website are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract nor have any contractual force.
2.4 Any quotation given by the Company shall not constitute an offer and will only remain valid for a period of fourteen (14) Business Days from the date of issue.
2.5 No other agreement, representation nor promise of any kind shall form part of, alter, vary, supersede or operate as a waiver of these Conditions unless expressly made or accepted by a Director of the Company in writing.
2.6 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions. These Conditions apply to the Contract to the exclusion of any other term that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. SUPPLY OF THE SERVICES
3.1 The Company shall supply the Services to the Customer in accordance with the Statement of Work in all material respects.
3.2 The Company reserves the right to amend the Statement of Work or suspend supply of the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Company shall notify the Customer in any such event.
3.3 The Company shall use all reasonable endeavours to meet any performance dates for the Services specified in the Contract, but any such dates shall be estimates only and www.complii.com time shall not be of the essence for the performance of the Services.
3.4 The Company warrants to the Customer that the Services will be provided using reasonable care and skill in accordance with the applicable statutory requirements and relevant industry standards in force at the date of the Contract.
3.5 The Company shall supply the Services at the location set out in the Statement of Work or at such location as the parties may agree in writing (Delivery Location).
3.6 Delivery of the Equipment shall be completed on completion of the unloading of the Equipment at the Delivery Location or, if the Contract includes installation of the Equipment, upon their installation.
3.7 The Company may deliver the Equipment by instalments, which may be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4. QUALITY OF GOODS
4.1 It is acknowledged that the Company supplies the Equipment as distributor and it is not the manufacturer of the Equipment. Manufacturer guarantees or warranties will be passed onto the Customer in good faith and it is acknowledged that any alterations or inconsistencies in relation to such guarantees or warranties are outside of the Company’s control.
4.2 The Company shall not be liable for any loss, damage, injury or consequential claims arising from:
(a) defects arising because of the Customer’s failure to store, maintain or use the Equipment in accordance with the Company’s instructions;
(b) repairs or alterations carried out by the Customer without the written consent of the Company; or
(c) defects arising as a result of normal wear and tear, wilful damage, negligence, or abnormal working conditions.
4.3 The Customer is under a duty to inspect the Equipment on delivery or collection as the case may be. The customer shall notify the Company within 48 hours of any defects.
4.4 These Conditions shall apply to any repaired or replacement Equipment supplied by the Company.
5. PASSING OF TITLE AND RISK
5.1 The risk of loss or damage to the Equipment shall pass to the Customer on completion of delivery in accordance with clause 3.6. For the avoidance of doubt, the Company shall be under no liability whatsoever for any loss of or damages or deterioration to Equipment whatsoever and howsoever caused at any time after risk has passed to the Customer pursuant to this clause.
5.2 Notwithstanding clause 5.1, title to the Equipment shall not pass to the Customer until payment in full (in cash or cleared funds as the case may be) for the Services in accordance with the Statement of Work and these Conditions has been received by the Company. Until title to the Equipment has passed to the Customer, the Customer shall:
(a) store the Equipment separately at no cost to the Company;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Equipment;
(c) maintain the Equipment in good condition insured against all risks for their full price on the Company's behalf from the date of delivery. On request the Customer will produce the policy of insurance to the Company.
5.4 At any time before title to the Equipment passes to the Customer, the Company may:
(a) by notice in writing, terminate the Customer's right to use the Equipment in the ordinary course of its business; or
(b) require the Customer to deliver up all Equipment in its possession and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Equipment is stored in order to recover them (subject to compliance with any health and safety requirements or site protocols).
5.5 All plant and equipment brought by the Company to any site at which it will be performing Services will remain the property of the Company at all times.
6. CUSTOMER'S OBLIGATIONS
6.1 The Customer shall:
(a) ensure that the terms of the Order and any information it provides to the Company in relation to the Services are complete and accurate;
(b) co-operate with the Company in all matters relating to the Services;
(c) provide a duly authorised Site Representative to be present when the Services are carried out, and if the Customer fails to provide a duly authorised Site Representative at the time of the Company’s attendance, then the Customer is deemed to have accepted the performance of the Services in full and to their complete satisfaction unless the Customer notifies the Company of any material issue within 5 Business Days;
(d) provide the Company, its employees, agents, consultants and subcontractors, with access to the Delivery Location or such other premises or facilities as reasonably required by the Company to provide the Services, and the Customer warrants that it is and shall be entitled to grant such access to the Company at all times as a relevant pursuant to these Conditions;
(e) provide the Company with such materials and facilities as the Company may reasonably require in order to supply the Services, including power supplies and electricity, adequate lighting, telephone and internet connection, toilet and rest facilities, secured facilities for the storage of plant and machinery necessary to carry out the Contract, and an acceptable and safe working environment;
(f) provide the Company with such information as the Company may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(g) prepare the Delivery Location or such other premises or facilities as reasonably required by the Company for the supply of the Services in accordance with any instructions from the Company;
(h) not make any changes to, or attempt to repair or extend the Equipment, or allow any other person to do so, which may result in the integrity of the Equipment being compromised in meeting its required standards;
(i) inform the Company of any changes to the use of the Equipment and/or changes to the infrastructure, fabric or use of the building, so as not to compromise the integrity of the Equipment or impair the proper performance of the Services;
(j) notify the Company in writing of any defects appearing in the Equipment and permit the Company to take such steps as it shall consider necessary to remedy such defect;
(k) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(l) comply with all applicable laws, including health and safety laws, and take steps to protect the health and safety of the Company, its employees, agents, consultants and subcontractors while on the Customer’s premises;
(m) keep all materials, equipment, documents and other property of the Company (Materials) at the Customer's premises in safe custody at its own risk, maintain the Materials in good condition until returned to the Company, and not dispose of or use the Materials other than in accordance with the Company's written instructions or authorisation; and
(n) comply with any additional obligations as set out in the Statement of Work.
6.2 If the Company's performance of any of its obligations under the Contract is prevented or delayed by any events or circumstances outside its control, any timescale for the provision of the Services identified in the Statement of Work or otherwise agreed by the Company shall be extended by such period as shall be fair and reasonable.
6.3 Without prejudice to clause 6.2, if the Company's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Company's performance of any of its obligations;
(b) the Company shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Company's failure or delay to perform any of its obligations as set out in this clause 6.2; and
(c) the Customer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Customer Default.
7. FEES AND PAYMENT
7.1 The price payable under the Contract shall be as specified in the Statement of Work. The Company reserves the right to vary the Quotation if the Customer’s circumstances change, including, but not limited to, if:
(a) the scope of the Order or Statement of Work is changed;
(b) incorrect or insufficient instructions are provided by the Customer;
(c) the Delivery Location is unsuitable for the provision of the Equipment and/or Services to be completed for reasons which were not known at the time of providing the Quotation or accepting the Order,
in which case, any changes to the Quotation will be communicated to the Customer in writing.
7.2 The price for Equipment shall be exclusive of all costs and charges of packaging, insurance, and transport of the Equipment, which shall be invoiced to the Customer.
7.3 The charges for Services shall be calculated on a time and materials basis:
(a) the charges shall be calculated in accordance with the Company’s daily fee rates for each individual person per Business Day, as set out in its current price list at the date of the Statement of Work;
(b) the Company shall be entitled to charge an overtime rate of such percentage of the daily fee rate on a pro rata basis for each part day or for any time worked by individuals whom it engages on the Services as shall be communicated to the Customer in the Statement of Work; and
(c) the Company shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Company engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Company for the performance of the Services, and for the cost of any materials.
7.4 The Company reserves the right to:
(a) adjust the amount of charges for the Services to reflect cost increases (including increases in the cost of labour, materials and plant) by reference to the increases in the relevant Prices Indices since the date of the Quotation. The Company shall give the Customer not less than one month’s prior written notice of proposed changes; and
(b) adjust the price of the Services, by giving notice to the Customer at any time before completion of the Services, to reflect any increase in cost to the Company that is due to:
(i) any request by the Customer to change the delivery date(s) or scope of the Services;
(ii) any delay caused by any instructions of the Customer in respect of the Services or failure of the Customer to give the Company adequate or accurate information or instructions in respect of the Services or arising from the Customer failing to comply with any of these Conditions; or
(iii) any factor beyond the control of the Company (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing, installation or maintenance costs.
7.5 In addition to any charges set out in the Statement of Work, the Customer shall be liable for any works carried out by the Company at the Customer’s request notwithstanding this not being documented in the Statement of Work.
7.6 Any additional costs payable by the Customer as a result of any variation or additional work required, ordered, or approved by or on behalf of the Customer will, where not previously agreed, be charged at rates (including a percentage in relation to overheads and profit) based upon the cost of goods, materials, labour, sub-contracts, transport duties and taxes prevailing at the time work is carried out.
7.7 It is incumbent upon the Customer to confirm any variation in writing and wherever possible, agree the appropriate rates prior to commencement of the variation works.
7.8 The Company shall invoice the Customer on completion of the Services or as otherwise specified in the Statement of Work. The Customer shall pay each invoice submitted by the Company:
(a) within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Company in the Statement of Work; and
(b) in full and in cleared funds to a bank account nominated in writing by the Company, and
time for payment shall be of the essence of the Contract.
7.9 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Company to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment or both, as applicable, at the same time as payment is due for the supply of the Services or Equipment.
7.10 If the Customer fails to make a payment due to the Company under the Contract by the due date, then,
without limiting the Customer's remedies under clause 11, 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 will accrue each day at 8% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
7.11 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8. INTELLECTUAL PROPERTY RIGHTS
8.1 All Intellectual Property Rights in or arising out of or in connection with the supply of the Equipment and/or Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Company.
9. DATA PROTECTION
9.1 The following definitions apply in this clause 9:
(a) Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
(b) Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.
(c) Domestic Law: the law of the United Kingdom or a part of the United Kingdom. UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
9.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 9 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
9.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and the Company is the Processor.
9.4 Without prejudice to the generality of clause 9.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Company for the duration and purposes of the Contract.
9.5 The Company may process Personal Data relating to individuals acting on behalf of the Customer, including contact details, job title, company affiliation, and records of communications and service interactions.
9.6 The Company shall process such Personal Data for the purposes of:
(a) administering customer accounts;
(b) delivering the Services and providing support;
(c) managing communications and enquiries;
(d) maintaining records of customer interactions;
(e) improving its services; and
(f) providing information about relevant products, services, or events.
9.7 The Company may contact the Customer’s representatives regarding the Services, including operational and account- related communications.
9.8 Where permitted by applicable law, the Company may send marketing communications relating to products, services or events offered by the Company, where such communications are relevant to the Customer’s organisation or professional role.
9.9 Marketing communications shall be sent on the basis of consent or legitimate interests (as applicable) and shall include a clear option to opt out.
9.10 Recipients may withdraw consent or object to marketing communications at any time, and the Company shall respect such preferences.
9.11 The Company may share Personal Data internally within its group of companies where reasonably necessary for legitimate business purposes, including customer relationship management, service delivery, and the promotion of relevant services.
9.12 Any such sharing shall be limited to what is necessary and carried out in accordance with Data Protection Legislation.
9.13 The Company may engage third-party service providers to support the delivery of the Services, including providers of CRM systems, hosting, communications, and analytics services.
9.14 Where such providers process Personal Data on behalf of the Company, the Company shall ensure appropriate contractual safeguards are in place in accordance with Data Protection Legislation.
9.15 The Company shall implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, or damage.
9.16 10.16 Access to Personal Data shall be restricted to authorised personnel with a legitimate business need.
9.17 Individuals whose Personal Data is processed by the Company may exercise their rights under Data Protection Legislation, including rights of access, rectification, erasure, restriction, objection, and withdrawal of consent where applicable.
9.18 Requests may be made using the contact details set out in the Company’s Privacy Policy.
9.19 The Customer warrants that it has a lawful basis to provide Personal Data to the Company and shall ensure that relevant individuals are informed that their Personal Data will be processed in accordance with these Conditions and the Company’s Privacy Policy
10. LIMITATION OF LIABILITY (YOUR ATTENTION IS DRAWN PARTICULARLY TO THIS CLAUSE)
10.1 The limits and exclusions in this clause reflect the insurance cover the Company has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess liability.
10.2 References to liability in this clause 10 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.3 Nothing in the Contract limits any liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) defective products under the Consumer Protection Act 1987; or
(e) any liability that legally cannot be limited.
10.4 Subject to clause 10.3, the Company's total liability to the Customer shall not exceed the fees actually paid by the Customer in relation to the specific contract to which the claim relates. Each agreement for the supply of Equipment and/or Services entered into between the Company and the Customer shall be treated as a separate and distinct contract for the purposes of liability, and liability shall not be aggregated across multiple contracts.
10.5 Subject to Clause 10.3, the following types of loss are wholly excluded:
(a) loss of profits (including loss of anticipated savings);
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of use or corruption of software, data or information;
(e) loss of or damage to goodwill; and
(f) indirect or consequential loss.
10.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 (if applicable) and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10.7 This clause 10 shall survive termination of the Contract.
11. TERMINATION
11.1 Subject to clause 11.2, no Contract may be terminated by the Customer, except with the agreement in writing of the Company on the basis that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of such cancellation.
11.2 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:
(a) the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within such period of time as the other party notifies them to do so;
(b) 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), obtaining a moratorium, 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;
(c) 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; or the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
11.3 Without affecting any other right or remedy available to it, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if: the Customer fails to pay any amount due under the
Contract on the due date for payment; or
(a) there is a change of control of the Customer.
11.4 Without affecting any other right or remedy available to it, the Company may suspend the supply of Services or all further deliveries of Equipment under the Contract or any other contract between the Customer and the Company if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 11.2(b) to clause 11.2(d), or the Company reasonably believes that the Customer is about to become subject to any of them.
12. CONSEQUENCES OF TERMINATION
12.1 On termination of the Contract:
(a) the Customer shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest and, in respect of Equipment and Services supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of the Materials and any Equipment which have not been fully paid for. If the Customer fails to do so, then the Company may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
12.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of 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.
12.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
13. CONFIDENTIALITY
13.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 13.2.
13.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 13; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3 Neither party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
14. FORCE MAJEURE
Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for a continuous period of more than 3 months, either party may terminate the Contract by written notice to the other party.
15. MISCELLANEOUS
15.1 Assignment and other dealings
(a) The Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, 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 Company.
15.2 Notices.
(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(i) 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
(ii) sent by email to the addresses stipulated in the Contract (or an address substituted in writing by the party to be served).
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by next working day delivery service, at 9.00 am on the second Business Day after posting; or
(iii) if sent by email, at the time of transmission.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
15.3 Severance. If any provision or part-provision of the Contract 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 the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 15.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
15.4 Waiver.
(a) Except as set out in clause 2.6, 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 right or remedy.
(b) 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.
15.5 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.
15.6 Entire agreement.
(a) The Contract and any variation pursuant to clause 2.5 constitutes the entire agreement between the parties.
(b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
15.7 Third party rights.
(a) 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.
(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
15.8 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
15.9 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.
15.10 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.