Terms and Conditions of Trading

    1. Interpretation
      The definitions and rules of interpretation in this condition apply in these terms and conditions
      1. Definitions
        Contract: The Customer’s purchase order and the Supplier’s acceptance of it under clause 3.
        CSS: CSS is a language that describes the style of an HTML document.
        Customer: the person, firm or company who purchases Services from the Supplier.
        Customer’s Project Manager: The Supplier’s manager for the Project, appointed in accordance with clause 5.1.
        Data Protection Legislation: Up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter (i) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
        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).
        GDPR: General Data Protection Regulation ((EU) 2016/679).
        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.
        Mandatory Policies: the Customer’s OR Supplier’s business policies [and codes] [attached OR listed] in the Schedule, as amended by notification to the [Supplier OR Customer] from time to time.]
        Pre-existing Materials: materials which existed before the commencement of the Project.
        Project: the project as described in the Project Plan.
        Project Milestone: a date by which a part of the Project is estimated to be completed, as set out in the Project Plan.
        Project Plan: the detailed plan describing the Project and setting out the estimated timetable (including without limitation Project Milestones) and responsibilities of each of the parties for, or in connection with, the provision of the Services by the Supplier in accordance with the Contract.
        Project Proposal: means a quotation to provide the Services including costs of design and other work and the estimated timescale to complete the work.
        Server: means the physical hardware or virtual server(s) with associated operating system which enables the Web Hosting Service to work.
        Services: the services to be provided by the Supplier under the Contract.
        Supplier: Haywyre LLP Company Registration number OC315517 whose registered office is at 8 Jasmine Close, Burton on Trent, Staffordshire, DE15 9FG.
        Supplier’s Project Manager: The Supplier’s manager for the Project, appointed in accordance with clause 4.3.
        VAT:  Value Added Tax chargeable under English law for the time being and any similar additional tax.
        Working days: a day, from 8.00am to 5.00pm, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
        1. Condition, Schedule and paragraph headings shall not affect the interpretation of this agreement.
        2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
        3. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
        4. Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, include the singular.
        5. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
        6. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
        7. A reference to writing or written includes faxes but not email.
        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
    2. Application of conditions
      1. These conditions shall
        1. Apply to and be incorporated in the Contract; and
        2. Prevail over any inconsistent terms or conditions contained in, or referred to in, the Customer’s purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.
      2. These conditions shall:
        1. 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. Effect of purchase order
      1. The Customer’s purchase order constitutes an offer by the Customer to purchase the Services specified in it on these conditions; accordingly, the execution and return of the acknowledgement copy of the purchase order form by the Supplier, or the Supplier’s commencement or execution of work pursuant to the purchase order, shall establish a contract for the supply and purchase of those Services on these conditions. The Customer’s standard terms and conditions (if any) attached to, enclosed with, or referred to in, the purchase order shall not govern the Contract.
    4. Supplier’s obligations
      1. The Supplier shall use reasonable endeavours to manage and complete the Project, and to deliver the Deliverables to the Customer, in accordance in all material respects with the Project Plan.
      2. The Supplier shall use reasonable endeavours to meet the performance dates specified in the Project Plan, and agree that time shall is of the essence of the Contract. 
        1. Providing that
          1. The supplier is provided with the correct data and resources from yourselves in a timely manner
          2. the project specification does not change during the project
          3. There are no delays from the Customer with testing 
          4. The Supplier is provided with the right data and resources from the Customer in a timely manner
          5. The project specification does not change during the project
      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 him from time to time where reasonably necessary in the interests of the Supplier’s business.
    5. Customer’s obligations
      1. The Customer shall:
        1. 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;
        2. provide in a timely manner such access to the Customer’s project data and resources, as is requested by the Supplier and are relevant to the project;
        3. provide in a timely manner such information as the Supplier may request, and ensure that such information is accurate in all material respects; 
        4. be responsible for checking that the work is produced in accordance with its specifications and instructions. The Supplier cannot accept responsibility for any errors or omissions made during composition or for any expenses or losses incurred as a result of such errors and omissions.
      2. If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer (rather than of the Supplier’s own making) or the Customer’s agents, or employees, the Customer shall in all circumstances be liable to pay to the Supplier on demand all reasonable costs, limited to the value of the project, charges or losses sustained or incurred by it (including, but not limited to, 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.
      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 5.3 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.
      4. Any consent given by the Supplier in accordance with condition 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 sub-contractor.
    6. Change control
      1. 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:
        1. the likely time required to implement the change;
        2. any variations to the Supplier’s charges arising from the change;
        3. the likely effect of the change on the Project Plan; and
        4. any other impact of the change on the terms of the Contract.
      2. If the Supplier requests a change to the scope of the Services, the Customer shall not unreasonably withhold or delay consent to it.
      3. 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 Plan and any other relevant terms of the Contract to take account of the change.
    7. Use of the service
      1. Where the Customer (or any third party acting on its behalf) uses a Server facility for any reason, it agrees to do so in accordance with these terms and conditions.
      2. The Supplier reserves the right to withdraw immediately and without prior notice, any material submitted by the Customer, (or third party acting on its behalf), on its Server facility if such material is deemed inappropriate with its company ethos or contains inflammatory, racist, sexual, offensive, libellous or defamatory remarks relating to any individual or company.
      3. Please note that all transmissions from the Supplier are forwarded on to third parties in accordance with our terms and conditions:
        1. “The contents and all attachments associated with this email are confidential and should only be read by those persons to whom it is addressed. If you have received this message in error, please notify us immediately by telephone and delete all records of the message from your computer. Any form of reproduction, dissemination, copying, disclosure, modification, distribution or publication of this message without prior written consent is strictly prohibited. Haywyre does not accept legal responsibility for the contents of the message. Any views or opinions presented are solely for use of the author.”
    8. Estimates
      1. All proposals and estimates for a Project are based upon information and costs involved in producing the work and are valid for a period of 30 days from the date given on the Project Proposal document.
      2. Estimates for design work are made strictly in adherence to copy, instructions and specifications made at the time the estimate was provided.
      3. Any deviation from the original specifications will be handled in accordance with clause 6 Change Control and may incur additional cost which will be advised to the Customer prior to any work commencing.
      4. Where design work is required urgently before notification of revised costings can be advised then the Customer will be invoiced the usual Design hourly rates in accordance with these Conditions.
    9. Charges 
      1. Charges payable for the Services shall be calculated in accordance with the Supplier’s Design hourly rates:
        1. design and development work £90.00 per hour/£720.00 per day; and
        2. programming and scripting work £90.00 per hour/£720.00 per day.
      2. Charges will be levied for:
        1. any work undertaken irrespective of content and on every subsequent alteration, addition or amendment made by the Customer after the work has been produced. Where style, type or layout are left to the discretion of the Supplier, changes made will be charged accordingly;
        2. the cost of Materials used during production of design work. These will be charged at additional cost to the above charges;
        3. the cost of specific services and software that has to be purchased prior to completion of work. The Customer shall pay for such specific services and software at the time of ordering by the Customer;
        4. the cost to register any domain name (including all domain ‘Tags’ and any other such details), to any third-party Servers;
        5. the cost to provide internet services hosted on its server facility;
        6. the cost of other associated services provided by the Supplier’s alliance partners, third party suppliers and vendors will be added to the above charges; and
        7. the cost of a courier service where work is required to be delivered.
      3. Any errors, omissions or queries regarding any invoices or costing of work must be received in writing to the Supplier’s trading address no later than 7 working days from date of invoice.
      4. An additional surcharge may be levied:
        1. for work undertaken outside the normal hours of a working day, during nights, weekend or bank holidays; and
        2. to cover any additional work required where copy and instructions are not clear and legible.
        3. for completion of a Project required within a short timescale. 

        1. It will be at the discretion of the Supplier as to whether an additional surcharge is made. No discussion will be entered into regarding this matter.
      5. Payment
        1. The Customer shall pay for the work in three phased payments: –
          1. 25% of total cost is payable at order stage;
          2. 50% of total cost is payable on delivery to the Customer; and
          3. 25% upon completion of the work when the application is made live 
        2. On delivery, the application will be subject to User Acceptance Testing before going live. 
        3. Should the Project exceed 3 months and the estimated time to completion is greater than 4 months, through no fault of the Supplier, or any of it’s agents then the Supplier reserves the right to invoice for work completed up to that stage.
        4. The Supplier reserves the right to cancel and withdraw all internet services hosted on its Server facility if payment for such Server facility is not received in accordance with this clause 9.
        5. The Customer shall pay each invoice submitted to it by the Supplier in full, and in cleared funds, within 30 days of receipt. 
        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:
          1. 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 Barclays Bank plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and
          2. suspend all Services until payment has been made in full.
        7. Time for payment shall be of the essence of the Contract.
        8. All payments payable to the Supplier (including payments to any third parties), 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.
        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.
      6. Intellectual Property Rights
        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 envisaged by the parties. If the Supplier terminates the Contract under clause 15.1, this licence will automatically terminate. Copyright of specific design work (e.g. Company Logos) will pass to the client upon full payment of such work.
        2. The Customer acknowledges that the Customer’s use of rights in any pre-existing Materials is conditional on the Supplier obtaining a written end-user licence (or sub-licence) of such rights from the relevant licensor or licensors on such terms as will entitle the Supplier to license such rights to the Customer.
        3. The Customer will be made aware of the use of stock imagery or photography during the creation of corporate identities or designs in association with such work. However, the Supplier will not be held liable for any loss or claim against any work produced from original concepts by any third party for defamation or association.
        4. Trade mark or Copyright registration for such work rests solely with the Customer unless the Supplier has been specifically requested, in writing, to register such work.
        5. The following remain the intellectual property of the Supplier and may not be copied or used without the written consent of the Supplier:
          1. the source code of all website pages;
          2. all scripts, CSS and included files used within customer websites; and
          3. the stored procedures, functions and triggers programmed into SQL databases.
        6. All Customer logos, images unique to the Customer, including its premises, workforce; business and all written copy belong to the Customer and remain its copyright.
        7. The Supplier will re-use the Customer’s written content or images only with the Customer’s written consent.
          Registration of any Domain Name on behalf of the Customer will only be carried out on payment to the Supplier by the Customer of all costs incurred during the registration process. 
        8. Transfer of the Domain Name (including all Domain Name Tags and other such details), to any third party servers will be undertaken immediately once payment has been made by the Customer.
      7. Data protection and data processing
        1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 12 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
        2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and the Supplier is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation. Schedule 2 sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of Personal Data and categories of Data Subject (both as defined in the Data Protection Legislation).
        3. Without prejudice to the generality of clause 12.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of this agreement.
        4. Without prejudice to the generality of clause 12.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this agreement:
          1. process that Personal Data only on the written instructions of the Customer unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier to process Personal Data (Applicable Data Processing Laws). Where the Supplier is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Data Processing Laws unless those Applicable Data Processing Laws prohibit the Supplier from so notifying the Customer;
          2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
          3. ensure that all Personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
          4. not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
            1. the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;\
            2. the data subject has enforceable rights and effective legal remedies;
            3. 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
            4. the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
          5. 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;
          6. notify the Customer without undue delay on becoming aware of a Personal Data breach;
          7. 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 Data Processing Law to store the Personal Data; and
          8. maintain complete and accurate records and information to demonstrate its compliance with this clause 12 and allow for audits by the Customer or the Customer’s designated auditor.
            1. process that Personal Data only on the written instructions of the Customer unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier to process Personal Data (Applicable Data Processing Laws). Where the Supplier is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Data Processing Laws unless those Applicable Data Processing Laws prohibit the Supplier from so notifying the Customer;
          1. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
        6. ensure that all Personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
        7. not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
      8. Confidentiality and Supplier’s property
        1. The Customer shall keep in strict confidence all technical or commercial know-how, 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.
          1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:
          2. is or becomes publicly known other than through any act or omission of the receiving party;
          3. was in the other party’s lawful possession before the disclosure;
          4. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
          5. is independently developed by the receiving party, which independent development can be shown by written evidence.
        2. Subject to clause 13.5, 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.
        3. 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.
        4. 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 13.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
        5. 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.
        6. The above provision of this clause 13 shall survive termination of the Contract, however arising.
        7. [In performing its obligations under this agreement, the Customer shall comply with the Mandatory Policies.
      9. Limitation of liability
        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:
          1. any breach of the Contract howsoever arising;
          2. any use made by the Customer of the Services, the Deliverables or any part of them; and
          3. 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.
        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.
        3. Nothing in these conditions excludes the liability of the Supplier:
          1. for death or personal injury caused by the Supplier’s negligence; or
          2. for fraud or fraudulent misrepresentation.
        4. Subject to clause 14.2 and clause 14.3, 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.
      10. Termination
        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
          1. 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;
          2. 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 14 days after being notified in writing to do so;
          3. [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;]
          4. 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;
          5. 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;
          6. 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;
          7. 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;
          8. t
        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.
        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.
      11. Force majeure
        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, 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.
      12. Waiver
        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.
      13. Rights and remedies
        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.
      14. Severance
        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.
        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.
      15. Entire agreement
        1. This agreement 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.
        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.
        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.
      16. Assignment
        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.
        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.
      17. No partnership or agency
        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).
      18. Third party rights
        1. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
      19. Notices
        1. Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be:
          1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office; or
          2. sent by email to its main email number.
        2. Any notice or 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;
          if sent by email at 9.00 am on the next Business Day after transmission.
        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.
      20. Governing law
        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.
      21. Jurisdiction
        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 this agreement or its subject matter or formation (including non-contractual disputes or claims).