Terms & Conditions

The Customer's attention is particularly drawn to the provisions of clause 13 (Limitation of liability).

Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1. Definitions:

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 2.2.:

Chadwick Design: Chadwick Design of Suite 8, Concorde House, Kirmington Business Centre, Kirmington, North Lincolnshire DN39 6YP with VAT number 560742839.

Chadwick Design’s Materials: has the meaning given in clause 8.1(h).

Conditions: these terms and conditions as amended from time to time in accordance with clause 17.8.

Contract: the contract between Chadwick Design and the Customer for the supply of Goods and/or 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 construed accordingly.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures: as defined in the Data Protection Legislation.

Customer: the person or firm who purchases the Goods and/or Services from Chadwick Design.

Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

Deliverables: the deliverables set out in the Scope of Works produced by Chadwick Design for the Customer.

Delivery Location: has the meaning given in clause 4.2.

Deposit: such non-refundable deposit as is payable as set out in the Schedule of Anticipated Payments.

Force Majeure Event: has the meaning given to it in clause 16.

Goods: the goods (or any part of them) set out in the Order.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related 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.

Order: the Customer's order for the supply of Goods and/or Services, as set out in the Customer's purchase order form, or in the Customer's written acceptance of Chadwick Design's Scope of Works, as the case may be.

Schedule of Anticipated Payments: the schedule of anticipated payments submitted by Chadwick Design to the Customer setting out the payment dates in connection with the Contract.

Scope of Works: the description or specification for the Goods and/or Services provided in writing by Chadwick Design to the Customer.

Services: the services, including the Deliverables, supplied by Chadwick Design to the Customer as set out in the Scope of Works.

UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

1. Interpretation:
  1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  2. A reference to a party includes its personal representatives, successors and permitted assigns.
  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.
  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.
  5. A reference to writing or written includes fax and email.

Basis of contract
1. The Order constitutes an offer by the Customer to purchase Goods or Services or Goods and Services in accordance with these Conditions.
2. The Order shall only be deemed to be accepted when Chadwick Design issues written acceptance of the Order at which point, and on which date the Contract shall come into existence (Commencement Date).
3. Any samples, drawings, descriptive matter or advertising issued by Chadwick Design and any descriptions of the Goods or illustrations or descriptions of the Services contained in Chadwick Design's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract nor have any contractual force.
4. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
5. Any quotation given by Chadwick Design shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.
6. All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
Goods
1. The Goods are described in the Scope of Works.
2. To the extent that the Goods are to be manufactured in accordance with any specification supplied by the Customer, the Customer shall indemnify Chadwick Design against all liabilities, costs, expenses, damages and losses (including 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 reasonable professional costs and expenses) suffered or incurred by Chadwick Design arising out of or in connection with any claim made against Chadwick Design for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with Chadwick Design's use of any specification supplied by the Customer. This clause 3.2 shall survive termination of the Contract.
3. Chadwick Design reserves the right to amend the Scope of Works and/or any specification supplied by the Customer if required by any applicable statutory or regulatory requirement, and Chadwick Design shall notify the Customer in any such event.
Delivery of Goods
1. Chadwick Design shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after Chadwick Design notifies the Customer that the Goods are ready.
2. Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
3. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. Chadwick Design shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide Chadwick Design with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4. If Chadwick Design fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Chadwick Design shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide Chadwick Design with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
5. If the Customer fails to accept delivery of the Goods within three Business Days of Chadwick Design notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by Chadwick Design's failure to comply with its obligations under the Contract in respect of the Goods:
  1. delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which Chadwick Design notified the Customer that the Goods were ready; and
  2. Chadwick Design shall store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance).
6. If ten Business Days after the day on which Chadwick Design notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, Chadwick Design may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
7. If Chadwick Design delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, Chadwick Design shall make a pro rata adjustment to the invoice for the Goods.
8. Chadwick Design may deliver the Goods by instalments, which shall 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.
Quality of Goods
1. Chadwick Design warrants that on delivery the Goods shall:
  1. conform in all material respects with the Scope of Works;
  2. be free from material defects in design, material and workmanship; and
  3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
  4. be fit for any purpose held out by Chadwick Design.
2. Subject to clause 5.3, Chadwick Design shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full if:
  1. the Customer gives notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
  2. Chadwick Design is given a reasonable opportunity of examining such Goods; and
  3. the Customer (if asked to do so by Chadwick Design) returns such Goods to Chadwick Design's place of business at the Customer's cost.
3. Chadwick Design shall not be liable for the Goods' failure to comply with the warranty in clause 5.1 if:
  1. the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;
  2. the defect arises because the Customer failed to follow Chadwick Design's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
  3. the defect arises as a result of Chadwick Design following any drawing, design or specification supplied by the Customer;
  4. the Customer alters or repairs such Goods without the written consent of Chadwick Design;
  5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
  6. the Goods differ from the Scope of Works and/or specification supplied by the Customer as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
4. Except as provided in this clause 5, Chadwick Design shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5. The terms of these Conditions shall apply to any repaired or replacement Goods supplied by Chadwick Design.
Title and risk
1. The risk in the Goods shall pass to the Customer on completion of delivery.
2. Title to the Goods shall not pass to the Customer until Chadwick Design receives payment in full (in cash or cleared funds) for the Goods and any other goods that Chadwick Design has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
3. Until title to the Goods has passed to the Customer, the Customer shall:
  1. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Chadwick Design's property; and
  2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and
  3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on Chadwick Design's behalf from the date of delivery; and
  4. notify Chadwick Design immediately if it becomes subject to any of the events listed in clause 14.1(b) to clause 14.1(d); and
  5. give Chadwick Design such information as Chadwick Design may reasonably require from time to time relating to:
    1. the Goods; and
    2. the ongoing financial position of the Customer.
4. At any time before title to the Goods passes to the Customer, Chadwick Design may require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
Supply of Services
1. Chadwick Design shall supply the Services to the Customer in accordance with the Scope of Works in all material respects.
2. Chadwick Design shall use all reasonable endeavours to meet any performance dates for the Services specified in the purchase order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
3. Chadwick Design reserves the right to amend the Scope of Works 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 Chadwick Design shall notify the Customer in any such event.
4. Chadwick Design warrants to the Customer that the Services will be provided using reasonable care and skill.
5. Chadwick Design may use sub-contractors, sub consultants and/or agents and Chadwick Design shall ensure that they are appropriately skilled and experienced in relation to the work they are instructed to carry out.
Customer's obligations
1. The Customer shall:
  1. ensure that the terms of the Order and any information it provides in the Scope of Works and any other specification are complete and accurate; and
  2. co-operate with Chadwick Design in all matters relating to the Services; and
  3. provide Chadwick Design, its employees, agents, consultants and sub-contractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by Chadwick Design to provide the Services; and
  4. provide Chadwick Design with such information and materials as Chadwick Design may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; and
  5. prepare the Customer's premises for the supply of the Services; and
  6. 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; and
  7. comply with all applicable laws, including health and safety laws; and
  8. keep all materials, equipment, documents and other property of Chadwick Design (Chadwick Design’s Materials) at the Customer's premises in safe custody at its own risk, maintain Chadwick Design’s Materials in good condition until returned to Chadwick Design, and not dispose of or use Chadwick Design’s Materials other than in accordance with Chadwick Design's written instructions or authorisation; and
  9. comply with any additional obligations as set out in the Scope of Works.
2. If Chadwick Design'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):
  1. without limiting or affecting any other right or remedy available to it, Chadwick Design 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 Chadwick Design's performance of any of its obligations;
  2. Chadwick Design shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Chadwick Design's failure or delay to perform any of its obligations as set out in this clause 8.2; and
  3. the Customer shall reimburse Chadwick Design on written demand for any costs or losses sustained or incurred by Chadwick Design arising directly or indirectly from the Customer Default.
Charges and payment
1. The price for Goods and/or Services shall be the price set out in the Order.
2. Chadwick Design reserves the right to:
  1. increase the charges for the Services on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index;
  2. increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to Chadwick Design that is due to:
    1. any factor beyond the control of Chadwick Design (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
    2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Scope of Works and/or specification provided by the Customer; or
    3. any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give Chadwick Design adequate or accurate information or instructions in respect of the Goods.
3. Payment for the Goods and all applicable VAT and delivery charges is in advance by using the secure payment link provided.
4. Subject to clause 9.3, Chadwick Design shall invoice the Customer in the amounts and on the dates set out in the Schedule of Anticipated Payments.
5. Subject to clause 9.3, the Customer shall pay each invoice submitted by Chadwick Design in accordance with the Schedule of Anticipated Payments and in any event:
  1. within 30 days of the date of the invoice (other than the Deposit which shall be payable at least 7 days before the commencement of the Services); and
  2. in full and in cleared funds to a bank account nominated in writing by Chadwick Design, and

time for payment shall be of the essence of the Contract.

1. 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 Chadwick Design to the Customer, the Customer shall, on receipt of a valid VAT invoice from Chadwick Design, pay to Chadwick Design such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
2. If the Customer fails to make a payment due to Chadwick Design under the Contract by the due date, then, without limiting Chadwick Design's remedies under clause 14 (Termination), 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 9.7 will accrue each day at 4% 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%.
3. 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).
Intellectual property rights
1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Chadwick Design.
2. Chadwick Design grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.
3. The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 10.2.
4. The Customer grants Chadwick Design a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to Chadwick Design for the term of the Contract for the purpose of providing the Services to the Customer.
Data protection
1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation. In this clause 11, Applicable Laws means (for so long as and to the extent that they apply to Chadwick Design) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and Chadwick Design is the processor.
3. Without prejudice to the generality of clause 11.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Chadwick Design for the duration and purposes of the Contract.
4. Either party may, at any time on not less than 30 days' notice, revise this clause 11 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).
Confidentiality
1. Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or Chadwick Designs of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 12.2.
2. Each party may disclose the other party's confidential information:
  1. to its employees, officers, representatives, sub-contractors 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 12; and
  2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. No 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.
Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
1. The restrictions on liability in this clause 13 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
2. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation;
  3. 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); and
  4. defective products under the Consumer Protection Act 1987.
3. Subject to clause 13.2, Chadwick Design's total liability to the Customer in respect of all breaches of duty occurring within any contract year shall not exceed the cap.
4. In clause 13.3:
  1. cap. The cap is one hundred and twenty five per cent (125%) of the total charges in the contract year in which the breaches occurred;
  2. contract year. A contract year means a 12-month period commencing with the Commencement Date or any anniversary of it; and
  3. total charges. The total charges means all sums paid by the Customer and all sums payable under the Contract in respect of goods and services actually supplied by Chadwick Design, whether or not invoiced to the Customer.
5. This clause 13.5 sets out specific heads of excluded loss:
  1. Subject to clause 13.2, the types of loss listed in clause 13.5(b) are wholly excluded by the parties.
  2. The following types of loss are wholly excluded:
    1. loss of profits;
    2. loss of sales or business;
    3. loss of agreements or contracts;
    4. loss of anticipated savings;
    5. loss of use or corruption of software, data or information;
    6. loss of or damage to goodwill; and
    7. indirect or consequential loss.
6. Chadwick Design has given commitments as to compliance of the Goods and Services with relevant specifications in clause 5 and clause 7. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 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.
7. Unless the Customer notifies Chadwick Design that it intends to make a claim in respect of an event within the notice period, Chadwick Design shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
8. This clause 13 shall survive termination of the Contract.
Termination
1. 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:
  1. the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 21 days after receipt of notice in writing to do so;
  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), 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;
  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; or
  4. 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.
2. Without affecting any other right or remedy available to it, Chadwick Design may terminate the Contract with immediate effect by giving written notice to the Customer if:
  1. the Customer fails to pay any amount due under the Contract on the due date for payment; or
  2. there is a change of Control of the Customer.
3. Without affecting any other right or remedy available to it, Chadwick Design may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and Chadwick Design 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 14.1(b) to clause 14.1(d), or Chadwick Design reasonably believes that the Customer is about to become subject to any of them.
Consequences of termination
1. On termination of the Contract:
  1. the Customer shall immediately pay to Chadwick Design all of Chadwick Design's outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, Chadwick Design shall submit an invoice, which shall be payable by the Customer immediately on receipt;
  2. the Customer shall return all of Chadwick Design’s Materials and any Deliverables or Goods which have not been fully paid for. If the Customer fails to do so, then Chadwick Design 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.
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.
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.
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 the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control including, without limitation, an epidemic or pandemic (a Force Majeure Event). In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 6 months, the party not affected may terminate the Contract by giving 30 days' written notice to the affected party.

General
1. Assignment and other dealings
  1. Chadwick Design 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.
  2. 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 Chadwick Design.
2. Notices.
  1. Any notice or other communication 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).
  2. Any notice or communication shall be deemed to have been received:
    1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
    2. 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 or at the time recorded by the delivery service.
  3. 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.
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 17.3 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.
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 right or remedy. 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.
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.
6. Entire agreement.
  1. The Contract 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.
  2. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.
  3. Nothing in this clause shall limit or exclude any liability for fraud.
7. Third party rights.
  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.
  2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
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).
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.
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.