Supply of Services - Agreed Terms
“Business Day”: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
“Charges”: the charges payable by the Customer for the supply of the Services by the Supplier, as set out in the Contract Details and Schedule 2.
“Conditions”: these terms and conditions set out in clause 1 (Interpretation) to clause 13 (General) (inclusive).
“Contract”: the contract between the Customer (You/your/yours) and the Supplier (Checkland Kindleysides Limited, 2-10 Baron Street, London, N1 9LL, United Kingdom (company number 02012831)) for the supply of the Services in accordance with the Contract Details, these Conditions, written cost estimates and any additional Schedules.
“Control”: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
“Customer Materials”: all materials, equipment and tools, drawings, specifications and data supplied by the Customer to the Supplier.
“Deliverables”: all documents, products and materials developed by the Supplier or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts) and the Key Deliverables set out in the Contract Details or written estimates.
“Hired Goods” means any goods comprised within the Deliverables which are owned by the Supplier or a third party and which the Supplier has agreed to hire to the Customer;
“Intellectual Property Rights”: patents, utility models, rights to inventions, copyright and related rights, moral rights, trade 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.
“Services”: the services, including without limitation any Deliverables, to be provided by the Supplier pursuant to the Contract, as described in Schedule 1.
“Services Start Date”: the day on which the Supplier is to start provision of the Services, as set out in the Contract Details, written estimate or any other written form.
“Specification”: any specification for the Deliverables or any of them including any relevant plans or drawings, that is agreed in writing by the Customer and the Supplier;
“Supplier IPRs”: all Intellectual Property Rights subsisting in the Deliverables excluding any Customer Materials incorporated in them.
1.2.1 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.
1.2.2 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.2.3 A reference to writing or written includes email.
2. Commencement and Term
The Contract shall commence on the date when agreement has been communicated by both parties and shall continue, unless terminated earlier in accordance with its terms, until either party gives written notice to terminate.
3. Supply of Services
3.1 The Supplier shall supply the Services to the Customer from the Services Start Date in accordance with the Contract.
3.2 In supplying the Services, the Supplier shall:
3.2.1 perform the Services with reasonable care and skill;
3.2.2 use reasonable endeavours to perform the Services in accordance with the service description set out in Schedule 1;
3.2.3 ensure that the Deliverables, and all goods and materials, used in providing the Services conform in all material respects with their description and any applicable Specification;
3.2.4 comply with all applicable laws, statutes, regulations from time to time in force provided that the Supplier shall not be liable under the Contract if, as a result of such compliance, it is in breach of any of its obligations under the Contract;
3.2.5 observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Customer’s premises and have been communicated to the Supplier, provided that the Supplier shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract; and
3.2.6 take reasonable care of all Customer Materials in its possession and make them available for collection by the Customer on reasonable notice and request, always provided that the Supplier may destroy the Customer Materials if the Customer fails to collect the Customer Materials within a reasonable period after termination of the Contract.
4. Supply of Deliverables: Delivery, Risk, Title and Installation
4.1 Time for delivery of the Services shall not be of the essence and all dates given by the Supplier are estimates only. The Supplier is not responsible if there is any delay in delivery of the Services or Deliverables except if caused by the Supplier’s negligence. If no dates are specified, delivery of the Services and Deliverables will be within a reasonable time.
4.2 If the Services and Deliverables are being delivered in instalments or stages, each delivery is a separate contract and if the Supplier does not deliver any one or more of the instalments or stages in accordance with these conditions or the Customer makes a claim in respect of any one or more instalments or stages the Customer shall not be entitled to treat the Contract as a whole as ended.
4.3 Subject to clause 4.4 risk of damage to or loss of any Deliverables will pass to the Customer:
4.3.1 in the case where delivery is to the Customer’s premises, at the time of delivery or, if the Customer wrongfully fails to take delivery, at the time when the Supplier has tendered delivery; or
4.3.2 where the Customer collects Deliverables from the Supplier’s premises, the time at which the Supplier makes them available for collection.
4.4 Where any Deliverables require installation by the Supplier at any premises, delivery of them for the purpose of a Contract is when the Supplier has completed their installation at such premises.
4.5 Notwithstanding the delivery and the passing of risk in Deliverables, or any other provision of this Contract, ownership in such materials shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the Charges for such Deliverables and for any Services for which payment is then due. Ownership of any Deliverables which are Hired Goods shall at all times remain with the Supplier or the hirer of the goods in question.
4.6 Until such time as the ownership in any Deliverables passes to the Customer;
4.6.1 the Customer will hold such Deliverables as the fiduciary agent and bailee of the Supplier, and will keep them separate from the Customer’s own property and that of third parties, properly stored, protected and insured and identified as property of the Supplier, and
4.6.2 the Supplier shall be entitled at any time to require the Customer to deliver up the Deliverables and forthwith to enter upon any premises of the Customer or that of any third party where they are stored, and to re-possess them.
4.7 The Supplier reserves the right to refuse installation with no penalty if the location access is deemed unacceptable under Health and Safety Regulations (“HSR”). It is the Customer’s responsibility to ensure an appropriate work space. Installation of any item(s) will not proceed until the Customer's premises are in line with HSR and where they are not, the time spent by any crew members from the Supplier already at the Customer's premises will be charged for irrespective of whether the installation repair can begin.
4.8 Installation of outdoor equipment is subject to weather conditions. The Supplier reserves the right to refuse installation with no penalty in the case of bad/adverse weather conditions that are deemed unacceptable under health and safety regulations. This includes but is not limited: flooding, heavy/torrential rain, ice, snow, heavy winds. In these instances the Supplier will make the decision whilst on-site, taking into account the various factors available to it.
5. Hired Goods
5.1 The Customer shall throughout the period that Hired Goods are in its possession keep the Hired Goods insured in their full replacement value with fully comprehensive cover with reputable insurers.
5.2 If the Customer fails to effect or maintain any of the insurances required under this Contract, the Supplier shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the Customer.
5.3 The Customer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to the Supplier along with proof of premium payment.
5.4 The Customer shall during the term of this agreement:
5.4.1 ensure that the Hired Goods are kept and operated in a suitable environment used only for the purposes for which they are designed, and operated in a proper manner by trained competent staff in accordance with any operating instructions;
5.4.2 take such steps (including compliance with all safety and usage instructions provided by us) as may be necessary to ensure, so far as is reasonably practicable, that the Hired Goods are at all times safe and without risk to health when they are being set, used, cleaned or maintained by a person at work;
5.4.3 maintain the Hired Goods at the Customers expense in good and substantial repair in order to keep them in as good an operating condition as they were on the date of Delivery (fair wear and tear only excepted) including replacement of worn, damaged and lost parts, and shall make good any damage to the Hired Goods;
5.4.4 make no alteration to the Hired Goods and shall not remove any existing component(s) from the Hired Goods without the prior written consent of the Supplier unless carried out to comply with any mandatory modifications required by law or any regulatory authority. Title and property in all substitutions, replacements, renewals made in or to the Hired Goods shall vest in the Supplier or the third party owner immediately upon installation;
5.4.5 keep the Hired Goods at all times at the premises where they were originally installed and shall not move or attempt to move any part of the Hired Goods to any other location without the Supplier's prior written consent;
5.4.6 permit the Supplier or its duly authorised representative to inspect the Hired Goods at all reasonable times and for such purpose to enter upon any premises at which the Hired Goods may be located, and shall grant reasonable access and facilities for such inspection;
5.4.7 maintain operating and maintenance records of the Hired Goods and make copies of such records readily available to the Supplier, together with such additional information as the Supplier may reasonably require;
5.4.8 not, without the Supplier’s prior written consent, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Hired Goods or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
5.4.9 not without the Supplier's the prior written consent, attach the Hired Goods to any land or building so as to cause the Hired Goods to become a permanent or immovable fixture on such land or building. If the Hired Goods do become affixed to any land or building then the Hired Goods must be capable of being removed without material injury to such land or building and the Customer shall repair and make good any damage caused by the affixation or removal of the Hired Goods from any land or building and indemnify the Supplier against all losses, costs or expenses incurred as a result of such affixation or removal;
5.4.10 not do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of the Supplier or any third party owner in the Hired Goods and, where the Hired Goods have become affixed to any land or building, the Customer must take all necessary steps to ensure that the Supplier may enter such land or building and recover the Hired Goods both during the term of this Contract and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in favour of the Supplier of any rights such person may have or acquire in the Hired Goods and a right for us to enter onto such land or building to remove the Hired Goods;
5.4.11 not suffer or permit the Hired Goods to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Hired Goods are so confiscated, seized or taken, the Customer shall notify the Supplier and the Customer shall, at its sole expense use its best endeavours to procure an immediate release of the Hired Goods and shall indemnify the Supplier on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;
5.4.12 not use the Hired Goods for any unlawful purpose;
5.4.13 ensure that at all times the Hired Goods remain identifiable as being the property of the Supplier or third party owner and wherever possible shall ensure that a visible sign to that effect is attached to the Hired Goods;
5.4.14 deliver up the Hired Goods at the end of the Contract or on earlier termination of this Contract at such address as the Supplier requires, or if necessary allow the Supplier or its representatives access to the Customer’s premises or any premises where the Hired Goods are located for the purpose of removing the Hired Goods; and
5.4.15 not do or permit to be done anything which could invalidate the insurances referred to above.
5.5 The Customer acknowledges that the Supplier shall not be responsible for any loss of or damage to the Hired Goods arising out of or in connection with any negligence, misuse, mishandling of the Hired Goods or otherwise caused by the Customer or its officers, employees, agents and contractors, and the Customer undertakes to indemnify the Supplier on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure of the Customer to comply with the terms of this clause 5.
6. Customer's Obligations
6.1 The Customer shall:
6.1.1 co-operate with the Supplier in all matters relating to the Services;
6.1.2 provide, for the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer’s premises, office accommodation, data and other facilities as reasonably required by the Supplier; and
6.1.3 provide, in a timely manner, such information as the Supplier may require, and ensure that it is accurate and complete in all material respects.
6.2 If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall:
6.2.1 not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;
6.2.2 be entitled to payment of the Charges despite any such prevention or delay; and
6.2.3 be entitled to recover any additional costs, charges or losses the Supplier sustains or incurs that arise directly or indirectly from such prevention or delay.
7. Approvals, Authority and Access
7.1 The Supplier will submit a design concept to the Customer for approval.
7.2 After obtaining the Customer’s approval to the design concept the Supplier will submit to the Customer for specific approval detailed drawings, copy, layouts and artwork, should this form part of the Services.
7.3 The Customer’s approval of drawings, copy, layouts and artwork will be the Supplier’s authority to purchase production materials, prepare proofs, to engage other parties (including without limitation, photographers, models, shopfitters, electrical contractors), to enter into contracts for other facilities necessary to perform the Services and to purchase any goods or Hired Goods. The Supplier shall not be liable for any errors in such drawings, copy, layout and artwork which have been approved by the Customer or which have been submitted to the Customer and in relation to which the Supplier has not received notice of the errors from the Customer within 7 days of submission, except to the extent that such errors could not reasonably have been identified by the Customer at the time of approval or submission (as appropriate).
7.4 The Customer may on reasonable notice request the Supplier to change, or cancel any or all design briefs, plans, schedules or work-in-progress and the Supplier shall take all reasonable steps to comply as soon as it is reasonably practicable to do so, provided that the Supplier can do so within its contractual obligations to suppliers and other third parties. In the event of any such change or cancellation the Customer will reimburse the Supplier for any resulting charges or expenses incurred by the Supplier, and for charges or expenses to which the Supplier is committed and will pay the Supplier for any part of any Services which the Supplier has carried out for the Customer or any goods or hired goods comprised within the Deliverables which the Supplier has supplied to the Customer or purchased from any supplier or third party for sale or hire to the Customer up to that point at the charge for those goods set out in Schedule 2 or if they are not separately priced at such price as the Supplier considers reasonable.
8. Intellectual Property
8.1 The Supplier and its licensors shall retain ownership of all Supplier IPRs. The Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials.
8.2 The Supplier grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to use the Supplier IPRs for the purpose of receiving and using the Services and the Deliverables in the Customer’s business. The licence in this clause 8.2 does not include the right for the Customer to grant sub-licences of the Supplier IPRs without the Supplier's prior written consent.
8.3 The Customer grants the Supplier a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of the Contract for the purpose of providing the Services to the Customer in accordance with the Contract.
8.4 The Customer shall indemnify the Supplier in full against any sums awarded by a court against the Supplier arising of or in connection with any claim brought against the Supplier for infringement of a third party’s rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of the Customer Materials by the Supplier.
9. Charges and Payment
9.1 In consideration for the provision of the Services, the Customer shall pay the Supplier the Charges in accordance with this clause 9.
9.2 The Charges for Services and Deliverables may be increased by the Supplier to reflect any increase in the cost of supplying them which is due to any factor beyond the Supplier's control (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs or any additional installation costs resulting from the condition or status of premises at which the Supplier is required under the Contract to install any Deliverables which could not reasonably have anticipated), any change in delivery dates, quantities or specifications for such Services or Deliverables which are requested by the Customer, or any delay caused by any instructions from the Customer or failure by the Customer to give adequate information or instructions. Where any estimate is based upon an agreed timetable the Supplier may increase the cost of such Services or Deliverables if that timetable is changed to meet the Customer's requirements
9.3 Unless otherwise agreed the Charges are ex-works, and where the Supplier agrees to deliver any of the Deliverables at any place other than the Supplier's premises, the Customer will pay the charges for transport, packaging and insurance.
9.4 The Supplier will bear the cost of UK postage and UK telephone calls but reserves the right to charge expenditure of this nature (including all courier and parcel delivery charges whether within or outside the UK) to the Customer along with all travel, subsistence and accommodation costs.
9.5 All amounts payable by the Customer exclude amounts in respect of value added tax (“VAT”), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
9.6 The Supplier shall submit invoices for the Charges plus VAT if applicable to the Customer in accordance with Schedule 2. Each invoice shall include all reasonable supporting information required by the Customer.
9.7 The Customer shall pay each invoice due and submitted to it by the Supplier, within 30 days of receipt, to a bank account nominated in writing by the Supplier.
9.8 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then, without limiting the Supplier’s remedies under clause 12 (Termination):
9.8.1 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 6% a year above the base rate of HSBC plc from time to time, but at 6% a year for any period when that base rate is below 0%.
9.8.2 the Supplier may suspend all Services until payment has been made in full.
9.9 All amounts due under the Contract from the Customer to the Supplier shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
10. Construction Regulations
10.1 The Customer acknowledges that by this clause 10.1 (if not otherwise) the Supplier has drawn the Customer’s attention to the Construction (Design and Management) Regulations 2007 (as re-enacted or modified from time to time) and any related Approved Code of Practice from time to time issued by the Health & Safety Executive (or any statutory body which replaces or takes over the functions of the Executive) and the Customer is aware of, and, if such Regulations apply to the Contract or any Services, shall comply with its duties under those Regulations. If the Supplier is to be the Principal Contractor and/or CDM Co-ordinator under those Regulations the Customer will promptly confirm that appointment in writing.
10.2 Where Part II of the Housing Grants, Construction and Regeneration Act 1996 applies to a Contract either party may refer any dispute of difference arising out of it to adjudication. The adjudication procedures will be as set out in the Scheme for Construction Contracts (SI No 649 of 1998 as amended from time to time). The nominating body will be the Technology and Construction Solicitors’ Association or any successor organisation.
10.3 Both parties will be bound to comply forthwith with the decision of any adjudicator until such time (if any) as it is superseded by a decision of the courts in relation to the matter in question.
11. Limitation of Liablity
11.1 The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
11.2 The restrictions on liability in this clause 11 apply to every liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
11.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
11.3.1 death or personal injury caused by negligence;
11.3.2 fraud or fraudulent misrepresentation; and
11.3.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
11.4 Subject to clause 11.3, the Supplier’s total liability to the Customer shall not exceed the total amount of Charges payable under the Contract.
11.5 Subject to clause 11.3 the following types of loss are wholly excluded:
11.5.1 loss of profits;
11.5.2 loss of sales or business;
11.5.3 loss of agreements or contracts;
11.5.4 loss of anticipated savings;
11.5.5 loss of use or corruption of software, data or information;
1.5.6 loss of or damage to goodwill; and
11.5.7 indirect or consequential loss.
11.6 The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by 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.
11.7 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier 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.
12.1 Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:
12.1.1 the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified to do so;
12.1.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
12.1.3 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
12.1.4 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
12.2 Without affecting any other right or remedy available to it, the Supplier 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.
12.3 On termination of the Contract for whatever reason:
12.3.1 the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
12.3.2 any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and
12.3.3 termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or 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.
13.1 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.
13.2 Assignment and other dealings
13.2.1 The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the Supplier’s prior written consent.
13.2.2 The Supplier may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.
13.3.1 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 suppliers of the other party except as permitted by clause 13.3.
13.3.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 13.3; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3.3 Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Contract.
13.4 Entire agreement
13.4.1 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.
13.4.2 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 misstatement based on any statement in the Contract.
No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.6.1 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.
13.6.2 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.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 13.7 shall not affect the validity and enforceability of the rest of the Contract.
13.8.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(a) 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
(b) sent by email to the relevant Supplier contact
1.8.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt; and
(b) 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; and
(c) if sent by 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 13.8.2(c), 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.
13.8.3 This clause 13.8 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.
13.1 Third party rights
13.1.1 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.
13.1.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
13.2 Governing law
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.