TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES BY VOLTA COMPASS LIMITED DATED 1 AUGUST 2018.
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 12 (LIMITATION OF LIABILITY).
THE FOLLOWING DEFINITIONS AND RULES OF INTERPRETATION APPLY IN THESE CONDITIONS.
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 in accordance with clause 6 (Charges and payment).
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 15.5.
Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.
Customer: the person or firm who purchases Goods and/or Services from the Supplier.
Customer Default: has the meaning set out in clause 8.2.
Data Controller: has the meaning set out in section 1(1) of the Data Protection Act 1998.
Data Protection Legislation: all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including without limitation, (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, (for so long as and to the extent that the law of the European Union has legal effect in the UK) (ii) the General Data Protection Regulation ((EU) 2016/679) and (iii) any other directly applicable European Union regulation relating to privacy.
Data Subject: an individual who is the subject of Personal Data.
Deliverables: any output of the Services to be provided or Goods produced and/or delivered by the Supplier to or for the Customer as set out in the Goods Specification and/or the Services Specification and any other documents, products and materials provided by the Supplier to the Customer in relation to the Goods and/or Services (excluding the Supplier’s Equipment).
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing, or confirmed in writing if agreed orally, by the Customer and Supplier.
Intellectual Property Rights: Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks, business names and domain names, goodwill and the right to sue for passing off rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: the Customer’s order for the supply of Goods and/or Services as set out in the Customer’s purchase order form, the Customer’s written acceptance of a quotation by the Supplier, or Customer’s continued dealing and procurement of Services from the Supplier whether or not confirmed in writing, as the case may be.
Personal Data: has the meaning set out in section 1(1) of the Data Protection Act 1998 and relates only to personal data, or any part of such personal data, in respect of which the Customer is the Data Controller and in relation to which the Supplier is providing Services under the Contract.
Processing and process: have the meaning set out section 1(1) of the Data Protection Act 1998.
Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Service Specification.
Service Specification: the description or specification of the Services provided in writing by the Supplier to the Customer.
Supplier: Volta Compass Limited registered in England and Wales with company number 11315916 and registered office at Verna House, 9 Bicester Road, Aylesbury, Buckinghamshire, United Kingdom HP19 9AG.
Supplier Materials: has the meaning set out in clause 8.1.6.
1.3. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.4. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.5. A reference to writing or written includes faxes and emails.
2. BASIS OF CONTRACT
2.1. The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
2.2. The Order is accepted and the commencement date shall be the date when:
2.2.1. in the case of the Customer’s purchase order or other written order for supply of Goods and/or Services, the date when the Supplier issues written acceptance of the order;
2.2.2. in the case of the Customer’s written acceptance of the Supplier’s quotation, on the date of such written acceptance; or
2.2.3. in the case of continued dealing and/or procurement of Goods and/or Services from the Supplier, whether or not confirmed in writing, on the date on which the Supplier first acted on such course of dealing in the delivery or preparation for delivery of Services or began to manufacture, procure and/or procure supplies for manufacture of Goods for the Customer, whichever is earlier.
2.3. Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s marketing materials, catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Goods and/or 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 Customer 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, unless otherwise specified in the quotation, is only valid for a period of 14 Business Days from its date of issue.
2.6. All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
3. SUPPLY OF SERVICES
3.1. The Supplier shall supply the Services to the Customer in accordance with the Services Specification in all material respects.
3.2. The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Services Specification, but, unless specified otherwise in the Services Specification, any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3. The Supplier reserves the right to amend the Services 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 Customer in any such event.
3.4. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
4. DELIVERY OF GOODS
4.1. The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
4.2. Delivery of the Goods shall be completed on (i) in the case pf physical Goods, the completion of unloading of the Goods at the Delivery Location or (ii) in the case of electronic Goods, the receipt by Customer of electronic transmission of the Goods, receipt of media containing the Goods and/or access codes/information allowing the Customer to take delivery of the Goods remotely, as the case may be.
4.3. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.4. If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
4.5. If the Customer fails to accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods: 4.5.1. delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and
4.5.2. the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance if applicable).
4.6. If ten Business Days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.7. The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5. Quality of goods
5.1. The Supplier warrants that on delivery the Goods shall: 5.1.1. conform in all material respects with the Goods Specification]; and
5.1.2. be free from material defects in design, material and workmanship.
5.2. Subject to Clause 5.3, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full if: 5.2.1. the Customer gives notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in Clause 5.1;
5.2.2. the Supplier is given a reasonable opportunity of examining such Goods; and
5.2.3. the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost.
5.3. The Supplier shall not be liable for the Goods’ failure to comply with the warranty in Clause 5.1 if: 5.3.1. the Customer makes any further use of such Goods after giving a notice in accordance with Clause 5.2;
5.3.2. the defect arises because the Customer failed to follow the Supplier’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;
5.3.3. the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;
5.3.4. the Customer alters or repairs such Goods without the written consent of the Supplier;
5.3.5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
5.3.6. the Goods differ from the Goods Specification 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 Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in Clause 5.1.
5.5. The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
6. TITLE AND RISK
6.1. The risk in the Goods shall pass to the Customer on completion of delivery.
6.2. Title to the Goods shall not pass to the Customer until the Supplier receives payment in full for the Goods.
7. SUPPLY OF SERVICES
7.1. The Supplier shall supply the Services to the Customer in accordance with the Service Specification in all material respects.
7.2. The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Service Specification, but, unless specified otherwise in the Service Specification, any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3. The Supplier reserves the right to amend the Service 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 Customer in any such event.
7.4. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
8. CUSTOMER’S OBLIGATIONS
8.1. The Customer shall:
8.1.1. ensure that the terms of the Order are complete and accurate;
8.1.2. co-operate with the Supplier in all matters relating to the supply of the Goods and/or Services;
8.1.3. provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier;
8.1.4. provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Goods and/or Services, and ensure that such information is complete and accurate in all material respects;
8.1.5. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
8.1.6. keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’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.
8.2. If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
8.2.1. without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services and/or delivery of the Goods until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
8.2.2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 8.2; and
8.2.3. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
9. CHARGES AND PAYMENT
9.1. The Charges for the Services shall be calculated on a time and materials basis:
9.1.1. the Charges shall be calculated in accordance with the Supplier’s daily fee rates, as set out in the Specification;
9.1.2. the Supplier’s daily fee rates for each individual are calculated on the basis of an eight-hour day from 9.00 am to 6.00 pm worked on Business Days;
9.1.3. the Supplier shall be entitled to charge an overtime rate of 50 per cent of the daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 5.1(b); and
9.1.4. the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
9.2. The Charges for the Goods shall be as set out in the Order.
9.3. The Supplier shall invoice the Customer monthly in arrears and the Customer shall pay each invoice submitted by the Supplier:
9.3.1. within 21 days of the date of the invoice; and
9.3.2. in full and in cleared funds to a bank account nominated in writing by the Supplier, and
9.3.3. time for payment shall be of the essence of the Contract.
9.4. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer 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 Goods and/or Services at the same time as payment is due for the Goods and/or Services.
9.5. If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under Clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum,
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%.
whether before or after judgment. Interest under this Clause 9.5will accrue each day at 4% a year above the Bank of England’sbase rate from time to time, but at 4% a year for any period when that base rate is below 0%.
9.6.All amounts due under the Contractshall be paid in full without any set-off, counterclaim, deduction or withholding (other than anydeduction or withholding of tax as required by law).
10.1.All Intellectual Property Rights in or arising out of or in connection withthe Goods and/orServices (other than Intellectual PropertyRights in any materials provided by the Customer) shall be owned by the Supplier.
10.2.The Supplier grants to the Customer, or shalluse reasonable endeavours to procure the direct grant to the Customer of, a fullypaid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excludingmaterials provided by the Customer) for the purpose ofreceiving and using the Goods and/orServices and the Deliverables in itsbusiness.
10.3.The Customer shall not sub-license, assign or otherwise transfer the rights granted in Clause 10.2.
10.4.The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify anymaterials provided by the Customer to the Supplier for the termof the Contract for the purpose of providing the Services to theCustomer.
11.1.Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 11is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
11.2.The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and theSupplieris the data processor (where Data Controller and Data Processor have the meanings as defined in the Data ProtectionLegislation).
11.3.Without prejudice to the generality ofclause 11.1, the Customerwill ensure that it has all necessary appropriate consents andnotices in place to enable lawful transfer of the Personal Data totheSupplierfor the duration and purposes ofthe Contract.
11.4.Without prejudice to the generality of clause 11.1theSuppliershall, in relation to any PersonalData processed in connection with the performance by theSupplierof its obligations under the Contract:
11.4.1.process that Personal Data only on thewritten instructions of the Customer unless theSupplieris required by Applicable Laws to otherwise process that Personal Data. Where theSupplieris relying on the laws of a member of the European Unionor European Union Law as the basis for processingPersonal Data, theSuppliershall notify the Customer of this before performing the processing required bythe Applicable Laws unless those Applicable Lawsprohibit theSupplierfromso notifying the Customer;
11.4.2.ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawfulprocessing of PersonalData and against accidentalloss or destruction of, or damage to, PersonalData, appropriate to the harm that might result from the unauthorised or unlawfulprocessing or accidental loss, destruction or damage and the natureof the data to be protected, having regard to the state of technological development and the cost of implementing anymeasures;
11.4.3.ensure that all personnel whohave access to and/or processPersonal Data are obliged to keep the PersonalData confidential; and not transfer anyPersonal Data outside of the European EconomicArea unless the prior written consent ofthe Customer has been obtained and the following conditions are fulfilled:
184.108.40.206.the Customer or theSupplierhasprovided appropriate safeguards in relation to the transfer;
220.127.116.11.the data subject has enforceable rights and effective legal remedies;
18.104.22.168.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
22.214.171.124.the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
126.96.36.199.assist the Customer, at the Customer’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;
188.8.131.52.notify the Customer without undue delay on becoming aware of a Personal Data breach;
184.108.40.206.at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and
220.127.116.11.maintain complete and accurate records and information to demonstrate its compliance with this clause 7.
12. LIMITATION OF LIABILITY
12.1. Nothing in the Contract shall limit or exclude the Supplier’s liability for:
12.1.1.death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
12.1.2.fraud or fraudulent misrepresentation; or
12.1.3.breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
12.2. Subject to clause 12.1, the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract and whether such loss is direct, indirect or consequential, for:
12.2.1.loss of profits;
12.2.2.loss of sales or business;
12.2.3.loss of agreements or contracts;
12.2.4.loss of anticipated savings;
12.2.5.loss of use or corruption of software, data or information; and/or
12.2.6.loss of damage to goodwill
12.3. Without prejudice to clause 12.2, in no circumstances shall the Supplier be liable for any indirect or consequential loss whatsoever.
12.4. Subject to clause 12.1, the Supplier’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise whatsoever, arising under or in connection with the Contract shall be limited to 100% of the total Charges paid under the Contract.
12.5. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
12.6. This clause 12 shall survive termination of the Contract.
13.1. Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party one month’s written notice.
13.2. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
13.2.1.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 14 days of that party being notified in writing to do so;
13.2.2.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;
13.2.3.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
13.2.4.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.
13.3. 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 or there is a change of Control of the Customer.
13.4. 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 Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 9.2(b) to clause 9.2(d) or the Supplier reasonably believes that the Customer is about to become subject to any of them.
14. CONSEQUENCES OF TERMINATION
14.1.1.On termination of the Contract:
14.1.2.the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Goods and/or Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
14.1.3.the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
14.2. 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.
14.3. 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.
15.1. 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.
15.2. Assignment and other dealings. Neither party shall assign, transfer, mortgage, charge, subcontract, 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 other party.
15.3. Each party undertakes that it shall not at any time during the Contract, and for a period of three 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 15.3.1.
15.3.1.Each party may disclose the other party’s confidential information:
18.104.22.168.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 and/or administering the Supplier’s business. 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 15.3; and
22.214.171.124.as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3.2.Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
15.4. Entire agreement.
15.4.1.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.
15.4.2.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.
15.4.3.Nothing in this clause shall limit or exclude any liability for fraud.
15.5. 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).
15.6. 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 breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
15.7. 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.
15.8.1.Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number or sent by email to the address specified in the Specification.
15.8.2.Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; 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; or, if sent by fax or email, on the next Business Day after successful transmission.
15.8.3.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.
15.9. Third party rights.
15.9.1.Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
15.9.2.The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
15.10. 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.
15.11. 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.