The definitions and rules of interpretation in this condition apply within these terms and conditions:
Contract: these terms and conditions, the Processing Statement, and the Special Conditions.
Customer: the person, firm or company who purchases Services from the Supplier.
Customer’s Project Manager: The Customer’s manager for the Project is appointed in accordance with clause 4.1(a).
Data Subject: as defined by the Data Protection Legislation.
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.
Deliverables: all products and materials developed by the Supplier in relation to the Project in any media, including, without limitation, computer programs, data, diagrams, reports, and specifications (including drafts).
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Personal Data: as defined by the Data Protection Legislation.
Pre-existing Materials: materials which existed before the commencement of the Project.
Processing Statement: the written processing statement agreed upon between the parties in relation to the services which sets out the scope, nature (including the types of Data Subject and the categories of Personal Data), purpose and duration of the data processing which the Supplier may perform for and on behalf of the Customer to perform the Services.
Project: the project is described in the Special Conditions.
Project Milestone: a date by which a part of the Project is estimated to be completed, as set out in the Special Conditions.
Services: the services provided by the Supplier under the Contract.
Special Conditions: Any Special Conditions signed and dated by the parties, including but not limited to, the cost indication proposal.
Supplier: SourceCodeStudio Limited is a company incorporated in England and Wales with company number 10437150 whose registered office is at Technology House, Western Way, Bury St Edmunds IP33 3SP.
Supplier’s Project Manager: The Supplier’s manager for the Project, is appointed in accordance with clause 4.3.
Support: The services offered by the Supplier to provide assistance from 9-5 pm Monday to Friday, except bank holidays.
UAT: User Acceptance Testing. Testing that must be conducted by the Customer following the delivery of software by the Supplier; is essential in order to validate the Warranty.
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
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 and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Warranty: The period of 90 days following the supply of software by the Supplier to the Customer where the Customer is expected to perform all rigorous UAT (User Acceptance Testing) in order to highlight any concerns to the Supplier prior to the expiry of the Warranty Period.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).
1.3 A reference to a company shall include any company, corporation, or other body corporate, wherever and however incorporated or established.
1.4 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, include the singular.
1.5 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.6 A reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time.
1.7 A reference to writing or written includes faxes but not email.
1.8 References to conditions and Schedules are to the conditions and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.
2. Application of conditions
2.1 These conditions shall:
(a) apply to and be incorporated in the Contract; and
(b) prevail over any inconsistent terms or conditions contained in, or referred to in, the Customer’s purchase order, confirmation of the order, or specification, or implied by law, trade custom, practice, or course of dealing.
2.2 If there is any inconsistency between any of the provisions of these terms and conditions and the provisions of the Special Conditions shall prevail.
2.3 No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on the Supplier unless in writing and signed by a duly authorised representative of the Supplier.
3. When the Contract is Formed
3.1 The Contract is formed when the parties have signed and dated the Special Conditions, or the Supplier starts work. The Customer’s standard terms and conditions (if any) attached to, enclosed with, or referred to in, any purchase order, e-mail or other communication shall not govern the Contract.
4. Supplier’s obligations
4.1 The Supplier shall use reasonable endeavours to manage and complete the Project, and to deliver the Deliverables to the Customer, in accordance with all material respects with the Contract.
4.2 The Supplier shall use reasonable endeavours to meet the performance dates specified in the Special Conditions, but any such dates shall be estimates only and time shall not be the essence of the Contract.
4.3 The Supplier shall appoint the Supplier’s Project Manager who shall have authority to contractually bind the Supplier on all matters relating to the Project. The Supplier shall use reasonable endeavours to ensure that the same person acts as Supplier’s Project Manager throughout the Project but may replace this person from time to time where reasonably necessary in the interests of the Supplier’s business.
4.4 The Supplier shall perform the Services with reasonable skill and care and in accordance with all Applicable Laws.
4.5 The Project Manager’s time shall be limited to the agreed time provided and cost in the Proposal/Processing Statement/ Scoping Document.4.5.1 Additional Project Management time may be added by mutual consent and agreement of additional cost to the Customer.
5. Customer’s obligations
5.1 The Customer shall:
(a) co-operate with the Supplier in all matters relating to the Project and appoint the Customer’s Project Manager, who shall have the authority to contractually bind the Customer on matters relating to the Project.
(b) provide in a timely manner such access to the Customer’s premises and data, and such office accommodation and other facilities, as is requested by the Supplier.
(c) provide in a timely manner such information as the Supplier may request and ensure that such information is accurate in all material respects.
(d) be responsible (at its own cost) for preparing the relevant premises for the supply of the Services.
(e) to perform UAT upon receipt of the Software from the Supplier and identify all concerns within the Warranty period.
(f) to ensure all requests for support are related solely to the Software provided by the Supplier and be obliged to reimburse the Supplier for any work that falls outside of the control of the Supplier.
5.2 If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or the Customer’s agents, subcontractors or employees, the Customer shall in all circumstances be liable to pay to the Supplier on demand all reasonable costs, charges or losses sustained or incurred by it (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere), subject to the Supplier confirming such costs, charges and losses to the Customer in writing.
5.3 The Customer shall not, without the prior written consent of the Supplier, at any time from the date of the Contract to the expiry of six months after the completion of the Services, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of the Supplier, except that the Customer shall not be in breach of this clause 5.3 if it hires an employee or sub-contractor of the Supplier as a result of a recruitment campaign not specifically targeted to any employees or sub-contractors of the Supplier, except that the Customer shall not be in breach of this condition.
5.4 Any consent given by the Supplier in accordance with clause 5.3 shall be subject to the Customer paying to the Supplier on demand a sum equivalent to 20% of the then-current annual remuneration of the Supplier’s employee or sub-contractor or, if higher, 20% of the annual remuneration to be paid by the Customer to such employee or subcontractor.
6. Change control
6.1 The Customer’s Project Manager and the Supplier’s Project Manager shall meet at least once every month (or as specified in the Special Conditions) to discuss matters relating to the Project. If either party wishes to change the scope of the Services, it shall submit details of the requested change to the other in writing.
6.2 If either party requests a change to the scope or execution of the Services, the Supplier shall, within a reasonable time, provide a written estimate to the Customer of:
(a) the likely time required to implement the change.
(b) any variations to the Supplier’s charges arising from the change.
(c) the likely effect of the change on the Project; and
(d) any other impact of the change on the terms of the Contract.
6.3 If the Supplier requests a change to the scope of the Services, the Customer shall not unreasonably withhold or delay consent to it.
6.4 If the Customer wishes the Supplier to proceed with the change, the Supplier has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges, the Project, and any other relevant terms of the Contract to take account of the change.
7. Charges and payment
7.1 Clause 7.2 shall apply if the Services are to be provided on a time-and-materials basis. Clause 7.3 and clause 7.4 shall apply if the Services are to be provided for a fixed price. The remainder of this clause 7 shall apply in either case.
7.2 Where the Services are provided on a time-and-materials basis:
(a) the charges payable for the Services shall be calculated in accordance with the Supplier’s standard hourly fee rates as amended from time to time.
(b) the Supplier’s standard daily fee rates are calculated on the basis of a six-hour day worked between 9.00 am and 3.00 pm on weekdays (excluding weekends and public holidays).
(c) the Supplier shall be entitled to charge at an overtime rate of 150% of the normal rate for hours worked by members of the project team outside the hours referred to in clause 7.2(b) on a pro-rata basis.
(d) the Supplier shall ensure that all members of the project team complete time sheets recording time spent on the Project, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice referred to in clause 7.2(e); and
(e) the Supplier shall invoice the Customer monthly in arrears for its charges for time, expenses, and materials (together with VAT where appropriate) for the month concerned, calculated as provided in this clause 7. Any expenses, materials and third-party services shall be invoiced by the Supplier.
7.3 Where the Services are provided for a fixed price the total price for the Services shall be the amount set out in the Special Conditions. The total price shall be paid to the Supplier in instalments as set out in the Special Conditions. The Supplier shall invoice the Customer for the charges that are then payable, together with expenses and the costs of materials (and VAT, where appropriate), calculated as provided in clause 7.4.
7.4 Any fixed price contained in the Special Conditions excludes:
(a) the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the project team in connection with the Services, and the cost of any materials or services reasonably and properly provided by third
parties required by the Supplier for the supply of the Services. Such expenses, materials and third-party services shall be invoiced by the Supplier [at cost]; and
(b) VAT, which the Supplier shall add to its invoices at the appropriate rate.
7.5 The Customer shall pay each invoice submitted to it by the Supplier in full, and in cleared funds, within 14 days of receipt.
7.6 Without prejudice to any other right or remedy that the Supplier may have if the Customer fails to pay the Supplier on the due date the Supplier may:
(a) charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of HSBC accruing daily and being compounded quarterly until payment is made, whether before or
after any judgment; and
(b) suspend all Services until payment has been made in full.
7.7 Time for payment shall be of the essence of the Contract.
7.8 All payments payable to the Supplier under the Contract shall become due immediately on termination of the Contract, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
7.9 All amounts due under this agreement shall be paid by the Customer to the Supplier in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.
8. Intellectual Property Rights
8.1 All Intellectual Property Rights and all other rights in the Deliverables shall be owned by the Supplier. The Supplier hereby licenses all such rights to the Customer free of charge and on a non-exclusive, non-transferable, and worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Deliverables and the Services as is envisioned by the parties.
8.2 The Customer acknowledges that the Customer’s use of rights in Pre-existing Materials is conditional on the Supplier obtaining a written end-user licence (or sublicence) of such rights from the relevant licensor or licensors on such terms as will entitle the Supplier to license such rights to the Customer.
8.3 The Supplier reserves the right to place a notice and or hyperlink on all Software and Website developments to highlight the origin and or author as SourceCodeStudio. The Supplier reserves the right to charge a fee of £500 where this is removed to compensate for potential loss or reputational impact.
9. Confidentiality, Supplier’s property, and compliance with policies
9.1 The Customer shall keep in strict confidence all technical or commercial knowledge, specifications, inventions, processes, or initiatives which are of a confidential nature and have been disclosed to the Customer by the Supplier or its agents, and any other confidential information concerning the Supplier’s business or its products which the Customer may obtain. The Customer shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know it for the purpose of discharging the Customer’s obligations to the Supplier, and shall ensure that such employees, agents, or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Customer.
9.2 Each party may be given access to Confidential Information from the other party to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party.
(b) was in the other party’s lawful possession before the disclosure.
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure.
(d) is independently developed by the receiving party, which independent development can be shown by written evidence.
9.3 Subject to clause 9.5, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than the implementation of this agreement.
9.4 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
9.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent, it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
9.6 All materials, equipment and tools, drawings, specifications and data supplied by the Supplier to the Customer shall at all times be and remain the exclusive property of the Supplier but shall be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to the Supplier and shall not be disposed of or used other than in accordance with the Supplier’s written instructions or authorisation.9.7 The above provision of this clause 9 shall survive termination of the Contract, however arising.
10. Data Protection
10.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 10 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 10 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 UK Data Protection Legislation and any other law that applies in the UK.
10.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller, and the Provider is the Processor. The Processing Statement sets out the scope, nature, and purpose of the processing by the Supplier, the duration of the Processing and the types of Personal Data categories of the Data Subject.
10.3 Without prejudice to the generality of clause 10.1, the Customer will ensure that it has all necessary and appropriate consents and notices in place to enable the lawful processing of Personal Data by the Supplier in connection with the Services.
10.4 Without prejudice to the generality of clause 10.1, the Supplier shall, in relation to any Personal Data Processed in by the Supplier in connection with the Services:
(a) process that Personal Data only on the documented instructions of the Customer which are set out in the Processing Statement unless the Supplier is required by Applicable Laws to otherwise process the Personal Data.
(b) ensure that it has in place appropriate technical and organisational measures 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 Personal Data to be protected, having regard to the state of technological development and the cost of implementing any measures;
(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 Customer has been obtained.
(e) 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 of security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.
(f) notify the Customer without undue delay on becoming aware of a security breach in relation to Personal Data processed by the Supplier as the Customer’s Processor.
(g) 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
(h) maintain complete and accurate records and information to demonstrate compliance with this clause. 10.5 The Supplier shall seek the prior written consent of the Customer before appointing a third-party processor.
11. Limitation of liability
11.1 The following provisions set out the entire financial liability of the Supplier (including without limitation any liability for the acts or omissions of its employees, agents, and sub-contractors) to the Customer in respect of:
(a) any breach of the Contract howsoever arising.
(b) any use made by the Customer of the Services, the Deliverables, or any part of them; and
(c) any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising under or in connection with the Contract.
11.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
11.3 Nothing in these conditions excludes the liability of the Supplier:
(a) for death or personal injury caused by the Supplier’s negligence; or
(b) for fraud or fraudulent misrepresentation.
11.4 Subject to clause 11.2 and clause 11.3:
(a) the Supplier shall not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:
(i) loss of profits; or
(ii) loss of business; or
(iii) depletion of goodwill or similar losses; or
(iv) loss of anticipated savings; or
(v) loss of goods; or
(vi) loss of contract; or
(vii) loss of use; or
(viii) loss or corruption of data or information; or
(ix) any special, indirect, consequential, or pure economic loss, costs, damages, charges, or expenses.
(b) the Supplier’s total liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid for the Services.11.5 The Customer acknowledges that performance of the Services may result in the performance of the Customer’s systems deteriorating and/or downtime of the Customer’s system and the Supplier will only be responsible, subject to this clause 11, for such deterioration or downtime if such deterioration or downtime is due to the Supplier’s negligence or wilful default.
12.1 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract without liability to the other if:
(a) on such notice as may be specified in the Special Conditions.
(b) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than [seven] days after being notified in writing to make such payment.
(c) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 90 days after being notified in writing to do so.
(d) the other party repeatedly breaches any of the terms of this agreement 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 this agreement.
(e) 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 is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.
(f) 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 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.
(g) 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 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.
(h) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party.
(i) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver.
(j) 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.
(k) 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 the other party’s assets and such attachment or process is not discharged within 14 days.
(l) 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 11.1(e) to clause 11.1(k) (inclusive).
(m) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
12.2 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
12.3 Termination of this agreement 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 agreement which existed at or before the date of termination.
12.4 Termination of support packages can be arranged early subject to payment of prorated charges remaining until the end of the agreement term plus a £100 Early Termination Charge (ETC).
13. Hosting, Support & Support Packages
13.1 The Supplier shall provide support to the Customer and its employees where a specific fee has been paid by the Customer for the period defined in the Special Conditions.
13.2 Support will be offered for a separate fee between 9.00 – 5.00 pm Monday to Friday, except on Bank Holidays.
13.3 Within the Separate fee paid, Support will be limited to the hours agreed within the Separate Fee, which will only be responsible for resolving support issues specifically related to faults or “bugs” within the Suppliers Software or Website.
13.4 Where the Customer requests support from the Supplier and the issue reported relates to (including but not limited to) Customer Data, other Software, Programmes or Hardware, or other causes not deemed to be the responsibility of the Suppliers Software or Website, the Support will be chargeable to the Customer.
13.4.1 The Customer will provide authorisation for each event where a charge relates to support beyond the responsibility of the Supplier.
13.4.2 Where the Customer does not provide authorisation for support in 13.4.1 above, the Supplier reserves the right to suspend further support to the Customer and to pursue such reasonable costs for the support provided and the cost of recovery.
13.5 Where a Hosting Package is provided with Data Limits, The Supplier will send a message when you are hitting the limit in your chosen plan to ask you to upgrade to a plan with more appropriate limits. After three message attempts:
13.5.1 Your Package will be upgraded to the next higher plan (where applicable) in order to maintain uninterrupted service wherever possible at the published tariff at the time.
13.5.2 Where The Customer exceeds the highest plan of 50GB, an additional £50 per 5GB will be charged.
13.6 The Supplier may Advise The Customer on industry best practices to enhance performance for services relating to external or third-party systems (for example SEO performance), which may require further charges from third-party companies.
13.7 Any unused monthly hours for Support Packages may not be transferred to another month and or period unless agreed in writing by The Supplier.
14.1 The Warranty will provide unlimited support for faults or “bugs” related to the Suppliers Software or Website, which expires 90 days for Software and 30 days for websites, applied immediately following the delivery of Software or Website to the Customer by the Supplier.
14.2 In order to validate the Warranty, the Customer must complete its UAT upon delivery of the software or Website and highlight any concerns to the Supplier within the Warranty period.
14.3 Where the Customer has not performed UAT on the Software or Website provided by the Supplier, the Supplier reserves the right to either charge reasonable fees for any work required or suspend further Support.
14.4 Any Notification of issues received by the Supplier after the expiry of the Warranty period will not be covered by the Warranty.
14.5 Any changes required outside of the Warranty period and or any enhancements to the Software or Website other than those required in the original proposal will be chargeable to the Customer.
14.6 The Warranty will not cover any work related to factors beyond the control of the Supplier such as (including but not limited to) Customer Data, other programmes, Software or Plug-ins not provided by the Supplier.
14.6.1 In such circumstances, the Customer will be responsible for paying reasonable costs for such work beyond the Warranty inclusions in line with the Suppliers’ hourly fees.
15. Force majeure
15.1 The Supplier shall not in any circumstances have any liability to the Customer under the Contract if it is prevented from, or delayed in, performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, an 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 sub-contractors.
16.1 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
17. Rights and remedies
17.1 Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
18.1 If any provision or part-provision of this agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
18.2 If any provision or part-provision of this agreement is deemed deleted under clause 18.1, the parties shall negotiate in good faith to amend such provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
19. Entire agreement
19.1 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.
19.2 Each party acknowledges that in entering into this agreement 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 this agreement.
19.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
20.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
20.2 The Supplier may at any time assign, transfer, charge, sub-contract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
21. No partnership or agency
21.1 Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including without limitation the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power)
22. Third party rights
22.1 The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
23.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office; or
(b) sent by fax to its main fax number.
23.2 Any notice or communication shall be deemed to have been received:
(a) if delivered by hand, on the signature of a delivery receipt or at the time the notice is left at the proper address.
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting [or at the time recorded by the delivery service.
(c) if sent by fax, at 9.00 am on the next Business Day after transmission.23.3 This condition does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this condition, “writing” shall not include email.
24. Governing law
24.1 The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by and construed in accordance with the law of England and Wales.
25.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).