Terms and Conditions

 

The Client’s attention is particularly drawn to the provisions of condition 8.

1. Interpretation

1.1  The following definitions and rules of interpretation apply in these terms and conditions.

Conditions: these terms and conditions as amended from time to time in accordance with clause 13.

Contract: the agreement for the Provision of Services between The Business Company and the Client for the supply of Services in accordance with these Conditions and the Order Form.

Client: the person, firm or company named in the agreement for the provision of consultancy services, who purchases Services from The Business Company.

Client's Equipment Deliverables: any equipment, systems, cabling or facilities provided by the Client and used directly or indirectly in the supply of the Services. All Documents, products and materials developed by The Business Company or its agents, subcontractors, consultants and employees in relation to the Services in any form.

Document: includes, without limitation, in addition to any document in writing, any device or record embodying information in any form.

Equipment: any equipment, including tools, systems, cabling or facilities, provided by The Business Company or its subcontractors and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between the parties under which title passes to the Client.

In-put Material: all Documents, information and materials provided by the Client relating to the Services including (without limitation), computer programs, data, reports and specifications.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright 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 Form: the form setting out the Client’s order for the Services attached to these Conditions.

Pre-existing Materials: all Documents, information and materials provided by The Business Company relating to the Services which existed prior to the commencement of the Contract including computer programs, data, reports and specifications.

Services: the services, including the Deliverables to be provided by The Business Company to the Client as defined within the agreement for provision of services, as attached to these Conditions, together with any other services as agreed in writing between The Business Company and the Client.

The Business Company: the supplier of the Services whose full company name is The Business Company (UK) Limited registered in England and Wales under company number 06923331 and whose registered office is situate at The Cow Shed, Berrington Manor, Berrington, Shrewsbury, SY5 6HB.

VAT: value added tax chargeable under English law for the time being and any similar additional tax.

1.2 Construction.  In these Conditions, the following rules apply:

1. headings in these Conditions shall not affect their interpretation;
2. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality;
3.  a reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it;
4. a reference to writing or written includes faxes but not e-mail;
5. any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done;
6. any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
7. a reference to a party includes its personal representatives, successors or permitted assigns. 

 2.  Basis of Contract

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

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

2.3 Any samples, descriptive matter or advertising issued by The Business Company, 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 Business Company shall not constitute an offer, and is only valid for a period of three months from its date of issue.

3. Supply of Services

3.1The Business Company shall supply the Services to the Client in accordance with the Order Form in all material respects.

3.2 The Business Company reserves the right to make changes to the Services which are necessary to comply with any applicable law or safety requirement, or which does not materially affect the nature of the Services.

3.3 The Business Company shall use reasonable endeavours to allocate sufficient resources to and provide the Services to the Client.

3.4 The Business Company shall use reasonable endeavours to meet any performance dates specified in the Order Form, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.5 The Business Company shall use reasonable endeavours to co-operate with the Client in matters relating to the Services.

3.6 The Business Company shall use reasonable endeavours to observe and ensure that all employees, agents, consultants and sub-contractors which it engages in relation to the Services observe all health and safety rules and regulations and security requirements of which the Client gives notice of to The Business Company under Clause 4.1(d) of these conditions.

3.7 The Business Company warrants that the Services shall be provided using reasonable care and skill.

4. Client’s Obligations

4.1  The Client shall:

1. ensure that the terms of the Order Form and any information it provides in relation to the performance of the Services is complete and accurate;
2. co-operate with The Business Company in all matters relating to the Services;
3. provide The Business Company, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, with access to the Client's premises, office accommodation, data and other facilities as reasonably required by The Business Company;
4. provide to The Business Company, in a timely manner, such In-put Material and other information as The Business Company may reasonably require and ensure that it is accurate in all material respects; be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services, including identifying, monitoring, removing and disposing of any hazardous materials from any of its premises in accordance with all applicable laws, before and during the supply of the Services at those premises, and informing The Business Company of all of the Client's obligations and actions under this clause 4.1(d);
5. inform The Business Company of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client’s premises;
6. ensure that all Client’s Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant United Kingdom standards or requirements;
7. obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, the installation of the Equipment, the use of In-put Material and the use of the Client’s Equipment in relation to the Equipment insofar as such licences, consents and legislation relate to the Client's business, premises, staff and equipment, in all cases before the date on which the Services are to start;
8. keep, the Equipment at the Client’s premises in safe custody at its own risk and maintain the Equipment in good condition until returned to The Business Company, and not dispose of or use the Equipment other than in accordance with The Business Company’s written instructions or authorisation; and
9. comply with any additional obligations as set out in the Order Form.

4.2  If The Business Company's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, or any failure by the Client, its agents, subcontractors, consultants or employees to perform any relevant obligation (Client Default):

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 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
2. The Business Company shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay; and
3. the Client shall be liable to pay to The Business Company, on demand, all reasonable costs, charges or losses sustained or incurred by The Business Company arising directly or indirectly from the Client Default.

4.3 The Client shall not, without the prior written consent of The Business Company, at any time from the date of the Contract to the expiry of twelve months after termination of the Contract, solicit or entice away from The Business Company or employ (or attempt to employ) any person who is, or has been, engaged as an employee, consultant or subcontractor of The Business Company in the provision of the Services.

4.4 For the avoidance of doubt, any consent given by The Business Company in accordance with clause 4.3 shall be subject to the Client paying to The Business Company a sum equivalent to 20% of the then current annual remuneration of The Business Company’s employee, consultant or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Client to that employee, consultant or subcontractor.

5. Charges and Payment

5.1 In consideration of the provision of the Services by The Business Company, the Client shall pay the charges as set out in the Order Form.

5.2 The total charges shall be paid to The Business Company (without deduction or set-off) when requested by invoice, in accordance with the terms as set out in the Order Form. The Business Company shall invoice the Client for the charges that are then payable, together with expenses, the costs of materials and VAT, where appropriate.

5.3 Any fixed price contained in the agreement for the Provision of the Services excludes:

1. (a) the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom The Business Company engages in connection with the Services. Mileage shall be charged at 55 pence per mile. Such expenses shall be invoiced by The Business Company; and

2. (b) any value added tax (VAT) chargeable from time to time. Where any taxable supply for VAT purposes is made under the Contract by The Business Company to the Client, the Client shall, on receipt of a valid VAT invoice from The Business Company, pay to The Business Company 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.

5.4 The Business Company reserves the right to increase the charges to the Client, in which case The Business Company shall write to discuss the Client’s options.   

5.5 Without prejudice to any other right or remedy that The Business Company may have, if the Client fails to make a payment due to The Business Company by the due date, The Business Company may:

1. (a) charge interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. 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%;

2. (b) recover the cost of Solicitors or other professionals fees employed to recover any outstanding sum from the Client, without deduction; or

3. (c) suspend the Services provided by The Business Company until payment has been made in full.

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

5.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). The Business Company may, without prejudice to any other rights it may have, set off any liability of the Client to The Business Company against any liability of The Business Company to the Client.

6. Intellectual Property

6.1  As between the Client and The Business Company, all Intellectual Property Rights and all other rights arising out of or in connection with the Services (including, but not limited to the Deliverables and the Pre-existing Materials, but not any materials provided by the Client) shall be owned by The Business Company.

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

6.3 The Client shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.

6.4 The Customer 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 Business Company for the term of the Contract for the purpose of providing the Services to the Client.

6.5 The Client acknowledges that, where The Business Company does not own any Pre-existing Materials, the Client's use of rights in Pre-existing Materials is conditional on The Business Company obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle The Business Company to license such rights to the Client.

7. Confidentiality and The Business Company's Property

7.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 7.2.

7.2 Each party may disclose the other party's confidential information:

7.3 (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 7; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

7.4 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

8. LIMITATION of Liability:  the Client’s attention is particularly drawn to this condition

8.1 The Business Company has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £500,000.00 per claim. The limits and exclusions in this clause reflect the insurance cover The Business Company has been able to arrange and the Client is responsible for making its own arrangements for the insurance of any excess loss.

8.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

1. (a) death or personal injury caused by negligence;
2. (b) fraud or fraudulent misrepresentation; and
3. (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

8.3 Subject to clause 8.2, The Business Company's total liability to the Client shall not exceed £500,000.00. The Business Company's total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.

8.4 Subject to clause 8.2, the following types of loss are wholly excluded by the parties:

1. (a) Loss of profits
2. (b) Loss of sales or business.
3. (c) Loss of agreements or contracts.
4. (d) Loss of anticipated savings.
5. (e) Loss of use or corruption of software, data or information.
6. (f) Loss of or damage to goodwill.
7. (g) Indirect or consequential loss.

8.5  The Business Company 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.

8.6 Unless the Client notifies The Business Company that it intends to make a claim in respect of an event within the notice period, The Business Company 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 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

8.7 This clause 8 shall survive termination of the Contract.

8.8  In relation to third parties engaged by The Business Company, The Business Company shall use its reasonable endeavours to ensure that the services provided by those third parties are accurate and are provided with reasonable care and skill; however, The Business Company’s liability in respect of any claim in relation to the services provided by those third parties; other than for death or personal injury shall be limited to the actual fees charged by The Business Company to the Client for the services supplied by such third party.

9. Data Protection

9.1  In this clause 9, (“Data Protection Legislation”) means 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; (“Applicable Laws”) means (for so long as and to the extent that they apply to The Business Company) 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.

9.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 9 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

9.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the controller and The Business Company is the processor.

9.4 Without prejudice to the generality of clauses 9.1 and 9.2, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to The Business Company for the duration and purposes of the Contract.

9.5 Without prejudice to the generality of clauses 9.1 and 9.2, The Business Company shall, in relation to any personal data processed in connection with the performance by The Business Company of its obligations under the Contract:

(a) process that personal data only on the Client’s documented written instructions, unless The Business Company is required by Applicable Laws to otherwise process that personal data. Where The Business Company is relying on laws of a member of the European Union or European Union law as the basis for processing personal data, it shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit The Business Company from so notifying the Client;

(b) ensure that The Business Company 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 The Business Company’s 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 The Business Company);

(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 Client’s prior written consent has been obtained and the following conditions are fulfilled:

(i) either the Client or The Business Company have provided appropriate safeguards in relation to the transfer;

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

(iii) The Business Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

(iv) The Business Company complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the personal data;

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

(vi) notify the Client without undue delay on becoming aware of a personal data breach;

(vii) at the Client’s written direction, delete or return personal data and copies thereof to the Client on termination of the agreement unless required by Applicable Law to store the personal data; and

 (viii) maintain complete and accurate records and information to demonstrate The Business Company’s compliance with this clause 9 and immediately inform the Client if, in our opinion, an instruction infringes the Data Protection Legislation.

 

10 Termination

10.1  Without limiting its other rights or remedies either party may terminate the Contract on giving the other not less than 60 days written notice.

10.2  Without limiting its other rights or remedies either party may terminate the Contract with immediate effect on giving notice to the other if:

1. the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 20 days of that party being notified in writing of the breach;
2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
3. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
   1.    the other party (being an individual) is the subject of a bankruptcy petition or order;
   2.     a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
   3.    an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
   4.    a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
   5.     a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
   6.     the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
   7.    any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.2(b) to clause 10.2(j) (inclusive);
   8.     the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation; or
   9.   the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract

10.3 Without affecting any other right or remedy available to it, the Business Company may terminate the Contract with immediate effect by giving written notice to the Client if:

1. the Client fails to pay any amount due under the Contract on the due date for payment; or
2. there is a change of control of the Client.

10.4 Without affecting any other right or remedy available to it, The Business Company may suspend the supply of Services under the Contract or any other contract between the Client and The Business Company if the Client fails to pay any amount due under the Contract on the due date for payment, the Client becomes subject to any of the events listed in clause 10.2(b) to clause 10.2(k) (inclusive), or The Business Company reasonably believes that the Customer is about to become subject to any of them.

11  Consequences of termination

11.1  On termination of the contract for any reason the Client shall:

1.    immediately pay to The Business Company all of The Business Company's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, The Business Company may submit an invoice, which shall be payable by the Client immediately on receipt; and
2.    return all of The Business Company's Equipment, Pre-existing Materials and Deliverables. If the Client fails to do so, then The Business Company may enter the Client's premises and take possession of them. Until they have been returned or repossessed, 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 of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

11.3 Where The Business Company terminates the Contract for breach by the Client of Clause 10.2 of the Contract, all sums payable to The Business Company under the Contract shall become due immediately on its termination, despite any other provision. This condition 11.3 is without prejudice to any right to claim for interest under the law, or any such right under the Contract

11.4  On termination of the Contract (however arising), the following conditions shall survive and continue in full force and effect:

(a) clause 6;

(b) clause 7;

(c) clause 8;

(d) clause 9;

(d) clause 11.3; and

(d) clause 21.

12. Force Majeure

12.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of either party including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of either party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

12.2 Neither party shall be liable to the other as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

12.3 If the Force Majeure Event prevents either party from performing any of its obligations under the Contract for more than one month, it shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the other party.

13. Variation

Subject to clause 3.2, no variation of the Contract or these Conditions or of any of the documents referred to in them shall be valid unless it is in writing and signed by or on behalf of each of the parties.

14. Waiver

14.1 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.

14.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

15. Severance

If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.

16. Entire Agreement

16.1 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.

16.2 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.

16.3 Nothing in this condition shall limit or exclude any liability for fraud.

 17. Assignment

17.1 The Business Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

17.2 The Client shall not, without the prior written consent of The Business Company, assign, transfer, charge, mortgage, subcontract or deal in any manner with all or any of its rights or obligations under the Contract.

17.3  Each party that has rights under the Contract is acting on its own behalf and not for the benefit of another person.

18. No Partnership or Agency

Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

19. Rights of Third Parties

 A person who is not a party to the Contract shall not have any rights under or in connection with it.

20. Notices

20.1 Any notice required to be given under the Contract shall be in writing and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery or by commercial courier to the other party.

20.2 Any notice shall be deemed to have been duly received if delivered personally, when left at the address and for the contact referred to in the Order Form or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.

20.3 This clause 20 shall not apply to the service of any notice in any proceedings or other documents in any legal action. 

21. Governing Law and Jurisdiction

21.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.

21.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter.