TERMS & CONDITIONS

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.

Commencement Date: has the meaning given in clause 2.2 (b).

Commencement of the Services: shall mean the date when the Company intends to attend The Client’s premises to provide the Service and/or Goods as specified in the Scope of Works.

Company: Safety, Technology & Legislation Limited registered in England and Wales with company number 03433265.

Company Materials: has the meaning given in clause j)

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

Contract: the contract between the Company and The Client for the supply of Goods and/or Services in accordance with these Conditions and the Quotation.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.

Client: the person or firm who purchases the Goods and/or Services from the Company.

Deliverables: the deliverables set out in Scope of Works contained in the Quotation produced by the Company for The Client.

Estimated Time Scales: shall mean any such dates for the provision of the Services and/or Goods as outlined in clause 7.2.

Force Majeure Event: has the meaning given to it in clause16.

Goods: the goods (or any part of them) set out in the Quotation, which are required for the proper performance of the Services by the Company.

Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed by The Client and the Company.

Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, teaching and training materials, 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.

Official Purchase Order: a confirmation with a number issued by the Company to The Client once the order has been accepted by the Company.

Quotation: details of the supply of Goods and/or Services, as set out in the Quotation document.

Pricing Summary: shall mean the total cost of the project as outlined in the pricing summary section in the Quotation and subject to a site survey if required.

Payment Terms: shall mean the monies due under the Contract as detailed in the payment terms section in the Quotation.

Services: the services, including the Deliverables, supplied by the Company to The Client as set out in the Scope of Works in the Quotation.

Scope of Works: the description or specification for the Services and/or Goods known as Deliverables outlined in the Quotation.

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 personal representatives, 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 construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

e) A reference to writing or written includes fax and email.

Basis of contract

a) The Quotation constitutes an invitation to treat by the Company. The Client’s acceptance of the Quotation shall be treated as The Client’s offer to purchase Goods or Services or Goods and Services in accordance with these Conditions.

b) The Quotation instructions shall only be deemed to be accepted when the Company issues an Official Purchase Order at which point, and on which date the Contract shall come into existence (Commencement Date).

c) Any samples, drawings, descriptive matters, or advertising issued by the Company and any descriptions of the Goods or illustrations, or descriptions of the Services contained in the Company’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.

d) These Conditions apply to the Contract to the exclusion of any other terms that The Client seeks to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealing.

e) Any quotation given by the Company shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.

f) All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

g) The Client waives any right it might otherwise have to rely on any term endorsed upon, delivered with, or contained in, any documents of The Client that is inconsistent with these Conditions.

3.Goods

3.1 The Goods are described in the Scope of Works.

3.2 To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by The Client, The Client shall indemnify the Company 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 the Company arising out of or in connection with any claim made against the Company for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Company’s use of the Goods Specification. This clause 3.2 shall survive termination of the Contract.

3.3 The Company reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and the Company shall notify The Client in any such event.

4.Delivery of Goods

4.1 The Company shall ensure that any Goods required for the proper performance of the Service shall be delivered on the day of the Services. If the Goods are not available for the scheduled date of the Services+, The Client and the Company shall agree to either postpone the Services or continue with the Service as agreed with an understating that a subsequent visit will be required.

4.2 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or The Client’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.3 If the Company fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by The Client in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.

5.Quality of Goods

5.1. The Company confirms that on delivery and for the duration of the warranty period provided by the manufacturer of the Goods (warranty period), the Goods shall:

a) conform in all material respects with their description as provided by the manufacturer,

b) be free from material defects in design, material, and workmanship, as outlined in the manufacturer’s specification and,

c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and,

d) be fit for any purpose held out by the Company.

5.2. Subject to clause 5.3, if:

a) The Client gives notice in writing to the Company during the warranty period 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,

b) the Company is given a reasonable opportunity of examining such Goods; and

c) The Client (if asked to do so by the Company) returns such Goods to the Company’s place of business at The Client’s cost,

the Company shall, at its option request a replacement from the manufacturer, repair or replace the defective Goods, or refund the price of the defective

Goods in full. The Client acknowledges that the Company has no control over the manufacture’s conduct and the length of time required to deal with the Client’s complaint.

5.3. The Company shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 if:

a) The Client makes any further use of such Goods after giving a notice in accordance with clause 5.1,

b) the defect arises because The Client failed to follow the Company’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 regarding the same,

c) the defect arises as a result of the Company following any drawing, design or Goods Specification supplied by The Client,

d) The Client alters or repairs such Goods without the written consent of the Company,

e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions or,

f) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

5.4. Except as provided in this clause 5, the Company shall have no liability to The Client in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.

5.5. These Conditions shall apply to any repaired or replacement Goods supplied by the Company.

6. Title and risk

6.1. The risk in the Goods shall pass to The Client on completion of delivery.

6.2. Title to the Goods shall not pass to The Client until the Company receives payment in full (in cash or cleared funds) for the Goods and any other Services that the Company has supplied to The Client 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.

6.3. Until title to the Goods has passed to The Client, The Client shall:

a) store the Goods separately from all other goods held by The Client so that they remain readily identifiable as the Company’s property,

b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods,

c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Company’s behalf from the date of delivery,

d) notify the Company immediately if it becomes subject to any of the events listed in clause 14.1(b) to clause 14.1(d) and,

e) give the Company such information as the Company may reasonably require from time to time relating to,

f) the Goods and,

g) the ongoing financial position of The Client.

6.4. At any time before title to the Goods passes to The Client, the Company may require The Client to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if The Client fails to do so promptly, enter any premises of The Client or of any third party where the Goods are stored in Quotation to recover them.

7. Supply of Services

7.1. The Company shall supply the Services to The Client in accordance with the Scope of Works in all material respects.

7.2. The Company shall use all reasonable endeavours to meet any performance dates for the Services as outlined in the Estimated Time Scales contained in the Quotation, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

7.3. The Company 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 the Company shall notify The Client in any such event.

7.4. The Company warrants to The Client that the Services will be provided using reasonable care and skill.

8. Client’s Obligations

8.1 The Client shall:

a) Comply with its responsibilities as listed in the Quotation,

b)ensure that the terms of the Quotation and any information it provides in the Scope of Works and the Goods Specification are complete and accurate,

c) co-operate with the Company in all matters relating to the Services,

d) provide the Company, its employees, agents, consultants and subcontractors, with access to The Client’s premises, office accommodation and other facilities

e) as reasonably required by the Company to provide the Services,

f) provide the Company with such information and materials as the Company may reasonably require in Quotation to supply the Services, and ensure that such information is complete and accurate in all material respects,

g) prepare The Client’s premises for the supply of the Services,

h) 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,

i) comply with all applicable laws, including health and safety laws,

j) keep all materials, equipment, documents and other property of the Company (Company Materials) at The Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation,

k) comply with any additional obligations as set out in the Quotation.

8.2. If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by The Client or failure by The Client to perform any relevant obligation (Client 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 Client remedies The Client Default, and to rely on The Client Default to relieve it from the performance of any of its obligations in each case to the extent The Client 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 Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this clause 8.2; and,

c) The Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from The Client Default.

9. Charges and payment

9.1. The price for Goods:

a) shall be the price set out in the Quotation or, if no price is quoted, the price set out in the Company’s published price list as at the date of the Quotation.

9.2. The charges for Services shall be outlined in the Pricing Summary included in the Quotation and calculated based on continues period and the Company’s UK daily rate sheet, a copy of which can be made available on request. The charges are payable in accordance with the Payment Terms contained in the Quotation and this clause 9. The charges for the Services are for normal working hours only, Monday to Friday 8.30am – 5.00pm with 1 hour lunch break.

9.3. The Company reserves the right to:

a) increase the charges for the Services if weekend working is required,

b) charge for return visits if such are required due to no fault of the Company, this will be agreed with The Client prior to incurring,

c) increase the price of the Goods, by giving notice to The Client at any time before delivery, to reflect any increase in the cost of the Goods to the Company that is due to:

d) 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 costs),

e) any request by The Client to change the delivery date(s), quantities or types of Goods, or the Goods Specification or,

f) any delay caused by any instructions of The Client in respect of the Goods or failure of The Client to give the Company adequate or accurate information or instructions in respect of the Goods.

9.4. The Client shall pay each invoice submitted by the Company:

a) within 30 days of the date of the invoice and,

b) in full and in cleared funds to a bank account nominated in writing by the Company and,

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

9.5. All amounts payable by The Client 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 Client, The Client 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 Goods at the same time as payment is due for the supply of the Services or Goods.

9.6. If The Client fails to make a payment due to the Company under the Contract by the due date, then, without limiting the Company’s remedies under clause 14, The Client 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 9.6 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%.

9.7. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or with holding of tax as required by law).

10. Intellectual Property Rights

10.1 All Intellectual Property Rights in or arising out of or in connection with the Services and/or the Goods (other than Intellectual Property Rights in any materials provided by The Client) shall be owned by the Company.

10.2. The Company grants to The Client, or shall procure the direct grant to The Client, of a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy the Deliverables (excluding materials provided by The Client), for the purpose of receiving and using the Services and the

Deliverables in its business.

10.3. The Client shall not sub-license, assign or otherwise transfer the rights granted by clause 10.2.

10.4. The Client grants the Company a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by The Client to the Company for the term of the Contract for the purpose of providing the Services to The Client

11. Data Protection

11.1. The following definitions apply in this clause 11:

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 retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended [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.

11.2. 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.

11.3. The parties acknowledge that for the purposes of the Data Protection Legislation, The Client is the ‘Controller’ and the Company is the ‘Processor’.

11.4. Without prejudice to the generality of clause 11.2, The Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Company and/or lawful collection of the Personal Data by the Company on behalf of The Client for the duration and purposes of the Contract.

11.5. Without prejudice to the generality of clause 11.2, the Company shall, in relation to any Personal Data processed in connection with the performance by the Company of its obligations under the Contract:

a) process that Personal Data only on the documented written instructions of The Client unless the Company is required by Domestic Law to otherwise process that Personal Data. Where the Company is relying on Domestic Law as the basis for processing Personal Data, the Company shall promptly notify The Client of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits the Company from so notifying The Client,

b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by The Client, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it),

c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep Personal Data confidential and,

d) not transfer any personal data outside of the UK unless prior written consent of The Client has been obtained and the following conditions are fulfilled:

i. The Client or the Company has provided appropriate safeguards in relation to the transfer,

ii. the Data Subject has enforceable rights and effective legal remedies,

iii. the Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred and,

iv. the Company complies with reasonable instructions notified to it in advance by The Client with respect to the processing of the Personal Data.

e) assist The Client, at The Client’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators,

f) notify The Client without undue delay on becoming aware of a Personal Data Breach,

g) at the written direction of The Client, delete or return Personal Data and copies thereof to The Client on termination of the Contract unless required by Domestic Law to store the Personal Data and,

h) maintain complete and accurate records and information to demonstrate its compliance with this clause

11.6. The Client does not consent to the Company appointing any third-party processor of Personal Data under the Contract. As between The Client and the Company, the Company shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 11.6.

11.7. 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 adopted by the Information Commissioner or forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

12. Confidentiality

12.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or contractors of the other party, except as permitted by clause 12.2.

12.2. 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 12 and,

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

12.3. 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.

13 Limitation of liability: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

13.1 The Company has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £500,000.00 per claim. The limits and

exclusions in this clause reflect the insurance cover the Company has been able to arrange, and The Client is responsible for making its own arrangements,

for the insurance of any excess loss.

13.2. 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.

13.3. Nothing in the Contract limits any liability which cannot legally be limited, including 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) and,

d) defective products under the Consumer Protection Act 1987.

13.4. Subject to clause 13.3, the Company’s total liability to The Client shall not exceed the amount payable by The Client to the Company as outlined in the Pricing Summary and Payment terms contained in the Quotation.

13.5. Subject to clause13.3, the Company’s total liability to The Client in respect of all breaches of duty occurring within any contract year shall not exceed the cap.

13.6. This clause sets out specific heads of excluded loss:

a) The following types of loss are wholly excluded:

i. loss of profits,

ii. loss of sales or business,

iii. loss of agreements or contracts,

iv. loss of anticipated savings,

v. loss of use or corruption of software, data, or information,

vi. loss of or damage to goodwill and,

vii. indirect or consequential loss.

13.7. The Company 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.

13.8. This clause 13 shall survive termination of the Contract.

14. Termination

14.1. 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:

a) 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 7 days after receipt of notice in writing 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 Quotation 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,

d) 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.

14.2. 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 Client if:

a) The Client fails to pay any amount due under the Contract on the due date for payment or,

b) there is a change of Control of The Client.

14.3. Without affecting any other right or remedy available to it, the Company may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between The Client and the Company if The Client fails to pay any amount due under the Contract on the due date for payment, The Client becomes subject to any of the events listed in clause 14.1(b) to clause 14.1(d) or the Company reasonably believes that The Client is about to become subject to any of them.

14.4. The Client may terminate the Contract by giving written notice to the Company before the date of Commencement of the Services subject to clause 14.5.

14.5. If The Client wishes to terminate the Contract in accordance with clause 14.1 or for any other reason before Commencement of the Services, The Client shall be liable to pay all expenses reasonably incurred by the Company up to and including the date when the notice was served. The payments due will include any costs associated with commitments the Company has entered into which cannot be cancelled. In addition to the expenses and costs The Client shall pay a percentage of the monies due under the Contract as outlined in the Pricing Summary contained in the Quotation. Such percentage shall be payable in accordance with the following formula:

15. Consequences of Termination

15.1. On termination of the Contract:

a) The Client shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by The Client immediately on receipt,

b) The Client shall return all of the Company Materials and any Deliverables or Goods which have not been fully paid for. If The Client fails to do so, then the Company may enter The Client’s premises and take possession of them. Until they have been returned, The Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

15.2. Termination of the Contract shall not affect any rights, remedies, obligations, and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

15.3. Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.

16. Force Majeure

16.1. 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 (a Force Majeure Event). In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 3 months, the party not affected may terminate the Contract by giving 28 days written notice to the affected party.

17. General

17.1. 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 Client 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.

17.2. 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 fax to its main fax number or sent by email to the address specified in the Quotation.

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 fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 17.2(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

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.

17.3. 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.

17.4. Waiver.

No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

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.

17.5. Entire agreement.

a) 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.

b) 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 based on any statement in the Contract.

17.6. Third party rights.

Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

17.7. 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).

17.8. 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.

17.9. 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.