Warwick Events – Terms And Conditions With Clients

THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF:

• CLAUSE 6.3 (INTELLECTUAL PROPERTY RIGHTS) IN RELATION TO FOOTAGE AND STILLS PHOTOGRAPHY AT EVENTS

• CLAUSE 8 (LIMITATION OF LIABILITY) IF THE CLIENT IS A BUSINESS

• CLAUSE 10.7 (SUPPLIER’S RESPONSIBILITY FOR LOSS OR DAMAGE) IF THE CLIENT IS A CONSUMER.

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.

Charges: the charges payable by the Client for the supply of the Services in accordance with clause 5 (Charges and payment).

Commencement Date: has the meaning given in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 12.5.

Contract: the contract between the Supplier and the Client for the supply of 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.

Client: the person or firm who purchases Services from the Supplier.

Client Default: has the meaning set out in clause 4.2.

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); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.

Deliverables: the deliverables set out in the Order produced by the Supplier for the Client.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: the Client’s order for Services as set out in the Client’s purchase order form, the Client’s written acceptance of a quotation by the Supplier, or overleaf, as the case may be.

Services: the services, including the Deliverables, supplied by the Supplier to the Client as set out in the Specification.

Specification: the description or specification of the Services provided in writing by the Supplier to the Client.

Supplier: Warwick Events Limited registered in England and Wales with company number 07975134.

Supplier Materials: has the meaning set out in clause 4.1(g).

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.

1.2          Interpretation:

(a)          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.

(b)          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.

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

2.            Basis of contract

2.1          The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions.

2.2          The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

2.3          Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.4          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 trade, custom, practice or course of dealing.

2.5          Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 1 months from its date of issue.

3.            Supply of Services

3.1          The Supplier shall supply the Services to the Client in accordance with the Specification in all material respects.

3.2          The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Order.

3.3          The Supplier reserves the right to amend the Specification 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 Supplier shall notify the Client in any such event.

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

4.            Client’s obligations

4.1          The Client shall:

(a)          ensure that the terms of the Order are complete and accurate;

(b)          co-operate with the Supplier in all matters relating to the Services;

(c)           provide the Supplier, its employees, agents, consultants and subcontractors, with any access to the Client’s premises, office accommodation and other facilities reasonably required by the Supplier;

(d)          provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

(e)          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;

(f)           comply with all applicable laws, including health and safety laws;

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

(h)          comply with any additional obligations as set out in the Specification;

(i)            not to display any advertisement, signboards, nameplate, inscription, flag, banner, placard, poster, signs or notices at the premises where the Services are to be provided without the prior written consent of the Supplier;

(j)           not to cause or permit to be caused any damage to the premises where the Services are to be provided or any property at those premises;

(k)          comply with any instructions, rules and regulations the Supplier or the premises where the services are to be provided (as the case may be) notifies to the Client from time to time governing the Client’s use of the premises where the Services are provided;

(l)            indemnify the Supplier and keep the Supplier indemnified against all losses, claims, demands, actions, proceedings, damages, costs, expenses or other liability in any way arising from:

(i)            the Client’s use of the premises where the Services are provided; and

(ii)           any breach by the Client of its obligations in this clause 4. 

4.2          If the Supplier’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 Supplier 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 Supplier’s performance of any of its obligations;

(b)          the Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 4.2; and

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

5.            Charges and payment

5.1          The Charges for the Services shall be calculated as detailed in the Supplier’s written quotation.

5.2          Unless the Supplier’s written quotation specifies otherwise, the Client must make an advance payment of 90% of the Charges specified in the Supplier’s written quotation on the date the Client submits its order, in full and in cleared funds to the bank account notified in writing by the Supplier, before the Supplier shall start providing the Services. The Supplier shall invoice the Client for the balance of the Charges on completion of the Services. The Client must pay each invoice within 30 days of the date of the invoice, in full and in cleared funds to the bank accounts in the invoice.

5.3          Time for payment shall be of the essence of the Contract.

5.4          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 Supplier to the Client, the Client shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.5          If the Client fails to make a payment due to the Supplier under the Contract by the due date, then, without prejudice to this clause 5 and without limiting the Supplier’s remedies under clause 9, 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 5.5 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%.

5.6          Unless the Client is a consumer, 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).

6.            Intellectual property rights

6.1          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 Client) shall be owned by the Supplier.

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

6.3          The Supplier has the right to record its own footage and use its own stills photographer(s) at the event and the Supplier shall have the exclusive right to use such footage and photography in advertising in all mediums for the Supplier’s business purposes. For the purposes of the Data Protection Legislation and this clause 6.3, the Supplier is the Controller.

7.            Data protection

7.1          Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 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 7, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) 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 Data Protection Legislation from time to time in force in the UK and any other law that applies in the UK.

7.2          The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the controller and the Supplier is the processor.

7.3          Without prejudice to the generality of clause 7.1, 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 Supplier for the duration and purposes of the Contract.

7.4          Without prejudice to the generality of clause 7.1, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under the Contract:

(a)          process that personal data only on the documented written instructions of the Client unless the Supplier is required by Applicable Laws to otherwise process that personal data. Where the Supplier is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Supplier shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier 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 the personal data confidential; and

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

(i)            the Client or the Supplier has provided appropriate safeguards in relation to the transfer;

(ii)           the data subject has enforceable rights and effective legal remedies;

(iii)          the Supplier 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 Supplier complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the personal data;

7.5          The Customer consents to the Supplier appointing Box (the group of companies including Box, Inc., Box.com (UK) Ltd (a company registered in England and Wales (company number 0809736)), and their affiliates) as a third-party processor of personal data under the Contract. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party’s standard terms of business and in either case which the Supplier confirms reflects and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third party processor appointed by it pursuant to this Clause 7.

7.6          Either party may, at any time on not less than 30 days’ notice, revise this clause 7 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).

8.            Limitation of liability where the Client is a business and not a consumer: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

8.1          Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

(a)          death or personal injury caused by negligence;

(b)          fraud or fraudulent misrepresentation; and

(c)           breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

8.2          Subject to clause 8.1, the Supplier’s total liability (including liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract) to the Client in respect of all breaches of duty occurring in relation to an event shall not exceed 100% of all sums paid by the Client and all sums payable under the Contract in respect of goods and services actually supplied by the Supplier in relation to that event, whether or not invoiced to the Client.

8.3          This clause 8.3 sets out specific heads of excluded loss and exceptions from them:

(a)          Subject to clause 8.1, the types of loss listed in clause 8.3(c) are wholly excluded by the parties, but the types of loss and specific losses listed in clause 8.3(d) are not excluded.

(b)          If any loss falls into one or more of the categories in clause 8.3(c) and also falls into a category, or is specified, in clause 8.3(d), then it is not excluded.

(c)           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.

(vii)        Indirect or consequential loss.

(d)          The following types of loss and specific loss are not excluded:

(i)            Sums paid by the Client to the Supplier pursuant to the Contract, in respect of any Services not provided in accordance with the Contract.

(ii)           Wasted expenditure

(iii)          Additional costs of procuring and implementing replacements for, or alternatives to, Services not provided in accordance with the Contract. These include consultancy costs, additional costs of management time and other personnel costs, and costs of equipment and materials.

(iv)         Losses incurred by the Client arising out of or in connection with any third party claim against the Client which has been caused by the act or omission of the Supplier. For these purposes, third party claims shall include demands, fines, penalties, actions, investigations or proceedings, including those made or commenced by subcontractors, the Supplier’s personnel, regulators and clients of the Client.

8.4          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.

8.5          Unless the Client 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 Client became, or ought reasonably to have become, aware of the event having occurred and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

8.6          This clause 8 shall survive termination of the Contract.

9.            Termination

9.1          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 any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified 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), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c)           the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d)          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.

9.2          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 Client if the Client fails to pay any amount due under the Contract on the due date for payment.

9.3          Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Client and the Supplier 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 9.1(b) to clause 9.1(d), or the Supplier reasonably believes that the Client is about to become subject to any of them.

9.4          The Client may terminate the Contract with immediate effect at any time before completion of the Services by giving written notice to the Supplier. The Supplier shall retain from sums paid in advance by the Client for Services a percentage of the Charges calculated as specified in the Supplier’s written quotation or if not specified in the Supplier’s written quotation then as follows (in any event charging the Client for any shortfall or refunding any balance), as compensation for the net costs the Supplier incurs as a result of the Client doing so:

Date termination notice is received by the Supplier%
Not less than 6 weeks but less than 10 weeks before the first date of the event75
Not less than one month but less than 6 weeks before the first date of the event90
Less then one month before the first date of the event100

10.          Additional provisions if the Client is a consumer i.e. an individual buying Services from the Supplier wholly or mainly for the Client’s personal use (not for use in connection with the Client’s trade, business, craft or profession).

10.1        Ending the Contract. If the Client is ending the Contract for a reason set out at (a) to (e) below the Contract will end immediately and the Supplier will refund the Client in full for any Services which have not been provided and the Client may also be entitled to compensation. The reasons are:

(a)          the Supplier has told the Client about an upcoming change to the Services or these terms which the Client does not agree to;

(b)          the Supplier has told the Client about an error in the price or description of the Services the Client has ordered and the Client does not wish to proceed;

(c)           there is a risk that supply of the Services may be significantly delayed because of events outside the Supplier’s control;

(d)          the Client has a legal right to end the contract because of something the Supplier has done wrong.

10.2        Changing your mind. The Client has 14 days after the day the Supplier emails the Client to confirm the Supplier accepts the Client’s order to change his/her mind and receive a refund. However, once the Supplier has completed the Services, the Client cannot change his/her mind, even if the period is still running. If the Client cancels after the Supplier has started the Services, the Client must pay the Supplier for the Services provided up until the time the Client tells the Supplier that the Client has changed his/her mind.

10.3        How to let the Supplier know. The Client must please let the Supplier know by doing one of the following: 

(a)          Phone or email. Call the Supplier on +44(0)1789 50 80 70 or email the Supplier at hello@warwickevents.co.uk, providing the Client’s name, home address, details of the order and, where available, the Client’s phone number and email address.

(b)          Online. Complete the form at https://warwickevents.co.uk/getintouch/ on the Supplier’s website.

(c)           By post. Write to the Supplier at Warwick Events Ltd, 13 John Street, Stratford-upon-Avon, CV37 6UB, England, including details of what the Client ordered and the Client’s name and contact details.

10.4        How the Supplier will refund you. If the Client is entitled to a refund under the Contract the Supplier will refund the Client the price the Client paid for the Services including any delivery costs, by the method the Client used for payment. However, the Supplier may make deductions from the price, as described below.

10.5        When the Supplier may make deduction from refunds if you are exercising your right to change your mind. The Supplier may deduct from any refund an amount for the supply of the Service for the period for which it was supplied, ending with the time when the Client told the Supplier that the Client had changed his/her mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the Contract.

10.6        When your refund will be made. The Client’s refund will be made within 14 days of him/her telling the Suppler that the Client has changed his/her mind.

10.7        The Supplier’s responsibility for loss or damage suffered by you ** THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE**

(a)          The Supplier is responsible to the Client for foreseeable loss and damage caused by the Supplier. If the Supplier fails to comply with these terms, the Supplier is responsible for loss or damage the Client suffers that is a foreseeable result of the Supplier breaking this Contract or the Supplier’s failing to use reasonable care and skill, but the Supplier is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both the Supplier and the Client knew it might happen, for example, if the Client discussed it with the Supplier during the sales process.

(b)          The Supplier does not exclude or limit in any way its liability to the Client where it would be unlawful to do so. This includes liability for death or personal injury caused by the Supplier’s negligence or the negligence of the Supplier’s employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of the Client’s legal rights in relation to the Services; and for defective products under the Consumer Protection Act 1987.

(c)           When the Supplier is liable for damage to the Client’s property. If the Supplier is providing Services in the Client’s property, the Supplier will make good any damage to the Client’s property caused by the Supplier while doing so. However, the Supplier is not responsible for the cost of repairing any pre-existing faults or damage to the Client’s property that the Supplier discovers while providing the Services.

(d)          The Supplier is not liable for business losses. The Supplier only supplies the Services to the Client for domestic and private use. If the Client uses the Services for any commercial, business or re-sale purpose the Supplier’s liability to the Client will be limited as set out in clause 8.

11.          Consequences of termination

11.1        On termination of the Contract:

(a)          the Client 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 shall submit an invoice, which shall be payable by the Client immediately on receipt;

(b)          the Client shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then the Supplier 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 the Contract.

11.2        Termination or expiry of the Contract shall not affect any 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.

11.3        Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

12.          General

12.1        Force majeure. Without prejudice to clause 10.1(c), 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.

12.2        Assignment and other dealings.

(a)          The Supplier 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 without the prior written consent of the Supplier.

12.3        Confidentiality.

(a)          Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.3(b).

(b)          Each party may disclose the other party’s confidential information:

(i)            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 12.3; and

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

(c)           Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

12.4        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 or negligent misstatement based on any statement in the Contract.

(c)           Nothing in this clause shall limit or exclude any liability for fraud.]

12.5        Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.6        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.

12.7        Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

12.8        Notices.

(a)          Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number or sent by email to the address notified by it.

(b)          Any notice shall be deemed to have been received:

(i)            if delivered by hand, on signature of a delivery receipt;

(ii)           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

(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 12.8(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 other method of dispute resolution.

12.9        Third party rights.

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

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

12.10     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.

12.11     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.