Alphabet Signs (Commercial) Ltd
Terms and Conditions of Business
The Client’s attention is particularly drawn to the provisions of clause 10 (Limitation of liability).
- Interpretation
The following definitions and rules of interpretation apply in this agreement.
1.1 DEFINITIONS:
Alphabet Signs means Alphabet Signs Commercial Limited a company registered in England
and Wales under company number 09698214 whose registered office is at
Unit 72, Woolmer Trading Estate, Bordon, United Kingdom, GU35 9QF;
Business Day a day other than a Saturday, Sunday or public holiday in England, when banks
in London are open for business;
Client the person or firm who purchases the Goods and/or Services from Alphabet
Signs in accordance with these Conditions;
Commencement Date has the meaning given in clause 2.2;
Conditions means these terms and conditions as amended from time to time in
accordance with clause 19.8;
Confirmation means confirmation in writing sent by Alphabet Signs to the Client together
with a photograph of the Goods in situ, confirming that the Goods have been
delivered and the Services have been completed;
Contract means the contract for the provision of Goods and/or Services made between
Alphabet Signs and the Client;
Data Protection the UK Data Protection Legislation and any other European Union legislation
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);
Delivery Location means the location specified by the Client in the Order for the Goods to be
Delivered to and the Services to be carried out, Alphabet Signs shall deliver
the Goods and carry out the Services at the location set out in the Order or
such other location as the parties may agree;
Fees means the fees payable by the Client for the Services as set out in the Order
or as otherwise agreed between the parties in writing;
Force Majeure Event events, circumstances or causes beyond Alphabet Signs reasonable control,
including without limitation acts of God, flood, drought, earthquake or other
natural disaster, epidemic or pandemic, strike or industrial action, terrorist
attack, civil war, war, nuclear, chemical or biological contamination, collapse of
buildings, fire, explosion or accident or other circumstances beyond Alphabet
Signs reasonable control;
Goods means any sign, board or banner manufactured and installed by Alphabet
Signs for the Client as set out in the Order and as described in the Goods
Specification;
Goods Specification any specification for the Goods, including any relevant plans or drawings, that
are agreed in writing by the Client and Alphabet Signs, and including the
artwork proof approved by the Client when submitting the Order;
Grievance Period has the meaning given in clause 4.3;
Order means the Client’s written acceptance of the artwork proof and the Price;
Price means the price payable by the Client for the Goods and Services as set out in
the Order, or as otherwise agreed between the parties in writing;
UK Data Protection all applicable data protection and privacy legislation in force from time to time
Legislation in the UK including the General Data Protection Regulation ((EU) 2016/679);
the Data Protection Act 2018; the Privacy and Electronic Communications
Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy
and Electronic Communications Regulations 2003 (SI 2003/2426) as
amended.
Services means the services relating to the design, construction and installation/
erection of Signs/Signage provided by Alphabet Signs to the Client;
Service Specification the description or specification for the Services provided in writing by Alphabet
Signs to the Client, or provided by the Client when submitting the Order;
Site Owner means the owner of the Site, his/her agent or tenant;
1.2 INTERPRETATION
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not
having separate legal personality).
1.2.2 A reference to a party includes its personal representatives, successors and permitted
assigns.
1.2.3 A reference to a statute or statutory provision is a reference to it as amended or reenacted.
A reference to a statute or statutory provision includes all subordinate
legislation made under that statute or statutory provision.
1.2.4 Any words following the terms including, include, in particular, for example or any
similar expression shall be construed as illustrative and shall not limit the sense of the
words, description, definition, phrase or term preceding those terms.
1.2.5 The headings to these Conditions are for convenience only and shall not affect their
construction.
1.2.6 A reference to writing or written includes email.
1.2.7 Where the context so admits reference in these Conditions to one gender shall include
the other gender and words denoting the singular shall include the plural and viceversa.
- Basis of Contract
2.1 The Order constitutes an offer by the Client to purchase Goods and/or Services in accordance
with these Conditions.
2.2 The Order shall only be deemed to be accepted when Alphabet Signs issues written
acceptance of the Order at which point and on which date the Contract shall come into
existence (Commencement Date).
2.3 By submitting the Order the Client shall be deemed to have accepted and agreed that the
supply of the Services by Alphabet Signs shall be in accordance with these Conditions.
2.4 Any samples, drawings, descriptive matter or advertising issued by Alphabet Signs and any
descriptions of the Goods or illustrations or descriptions of the Services contained in Alphabet
Signs marketing material are issued or published for the sole purpose of giving an approximate
idea of the Services and/or Goods described in them. They shall not form part of the Contract
or have any contractual force.
2.5 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.
2.6 Any quotation given by Alphabet Signs shall not constitute an offer, and is only valid for a
period of 30 Business Days from its date of issue.
2.7 All of these Conditions shall apply to the supply of both Goods and Services except where
application to one or the other is specified.
- Indemnities
3.1 The Client shall indemnify Alphabet Signs against all liabilities, costs, expenses, damages and
losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation
and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other
professional costs and expenses) suffered or incurred by Alphabet Signs arising out of or in
connection with any claim made against Alphabet Signs for actual or alleged infringement of a
third party’s intellectual property rights arising out of or in connection with Alphabet Signs use
of the Goods Specification. This clause 3.1 shall survive termination of the Contract.
3.2 The Client accepts and acknowledges that responsibility and ownership of the Goods shall
pass to and remain with the Client (or the Site Owner if the Site Owner is not the Client) once
the Confirmation has been sent, and the Client shall indemnify Alphabet Signs against all
liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential
losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on
a full indemnity basis) and all other professional costs and expenses) suffered or incurred by
Alphabet Signs arising out of or in connection with any claim made against Alphabet Signs if
the Client or the Site Owner fail to take appropriate measures to mend Goods if the Goods
deteriorate or require repairs.
3.4 Alphabet Signs will not carry out any survey of the Site where the Goods are to be erected and
will not be responsible for making sure that the specifications for the Goods provided by the
Client in the Goods Specification are suitable for the Delivery Location. The Client shall
indemnify Alphabet Signs against all liabilities, costs, expenses, damages and losses (including
any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest,
penalties and legal costs (calculated on a full indemnity basis) and all other professional costs
and expenses) suffered or incurred by Alphabet Signs arising out of or in connection with any
claim made against Alphabet Signs as a result of the specifications given by the client or due to
the Goods being oversized.
3.5 The Client shall indemnify and keep Alphabet Signs indemnified against all liabilities, costs,
expenses, damages and losses (including any direct, indirect or consequential losses, loss of
profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity
basis) and all other professional costs and expenses) suffered or incurred by Alphabet Signs
arising out of or in connection with any breach by the Client or the Site Owner of these
Conditions.
- Delivery of Goods
4.1 Alphabet Signs shall deliver the Goods and carry out the Services at the Delivery Location at
any time after Alphabet Signs notifies the Client that the Goods are ready.
4.2 After the Goods have been delivered and the Services have been completed, Alphabet Signs
shall notify the Client by sending a the Confirmation.
4.3 The Client shall have a period of three Business Days to notify Alphabet Signs of any problems
with the Goods or the Services (Grievance Period).
4.4 Delivery of the Goods shall be completed at the point that the Confirmation is sent to the Client.
4.5 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not
of the essence. Alphabet Signs shall not be liable for any delay in delivery of the Goods that is
caused by a Force Majeure Event or the Client’s failure to provide Alphabet Signs with
adequate delivery instructions or any other instructions that are relevant to the supply of the
Goods.
4.6 If Alphabet Signs fails to deliver the Goods, its liability shall be limited to the costs and
expenses incurred by the Client in obtaining replacement goods of similar description and
quality in the cheapest market available, less the price of the Goods. Alphabet Signs shall have
no liability for any failure to deliver the Goods to the extent that such failure is caused by a
Force Majeure Event or the Client’s failure to provide Alphabet Signs with adequate delivery
instructions for the Goods or any relevant instruction related to the supply of the Goods.
- Quality of Goods
5.1 Alphabet Signs warrants that on delivery the Goods shall:
5.1.1 conform in all material respects with the Goods Specification;
5.1.2 be free from material defects in design, material and workmanship; and
5.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
5.2 Subject to clause 5.3, Alphabet Signs shall, at its option, repair or replace defective Goods, or
refund the price of defective Goods in full if:
5.2.1 the Client gives notice in writing during the Grievance Period that some or all of the
Goods do not comply with the Goods Specification;
5.2.2 Alphabet Signs is given a reasonable opportunity of examining such Goods; and
5.2.3 the Client (if asked to do so by Alphabet Signs) returns such Goods to Alphabet Signs
place of business at the Client’s cost.
5.3 Alphabet Signs shall not be liable for the Goods’ failure to comply with clause 5.1 if:
5.3.1 the Client makes any further use of such Goods after giving a notice in accordance
with clause 5.2;
5.3.2 the defect arises because the Client failed to follow Alphabet Signs oral or written
instructions as to the use of the Goods or (if there are none) good trade practice;
5.3.3 the defect arises as a result of Alphabet Signs following any drawing, design or Goods
Specification supplied by the Customer;
5.3.4 the Client alters or repairs such Goods without the written consent of Alphabet Signs;
or
5.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or
abnormal working conditions.
5.4 Except as provided in this clause 5, Alphabet Signs shall have no liability to the Client in
respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by
Alphabet Signs.
5.6 Alphabet Signs does not warrant or guarantee that the Goods will remain properly and securely
erected in severe weather conditions, abnormal surrounding work conditions, or in the event of
wilful damage, alteration or misuse by the Client or a third party of the Goods.
- Title and Risk
6.1 The risk in the Goods shall pass to the Client on completion of delivery.
6.2 Title to the Goods shall not pass to the Client until Alphabet Signs receives payment in full (in
cash or cleared funds) for the Goods and Services that Alphabet Signs has supplied to the
Client in respect of which payment has become due, in which case title to the Goods shall pass
at the time of payment of all such sums.
6.3 Until title to the Goods has passed to the Customer, the Client shall:
6.3.1 maintain the Goods in satisfactory condition and keep them insured against all risks for
their full price on Alphabet Signs behalf from the date of delivery;
6.3.2 notify Alphabet Signs immediately if it becomes subject to any of the events listed in
clause 11; and
6.3.3 give Alphabet Signs such information relating to the Goods as Alphabet Signs may
require from time to time.
- Supply of Services
7.1 Alphabet Signs shall supply the Services to the Client in accordance with the Service
Specification in all material respects.
7.2 Alphabet Signs shall use all reasonable endeavours to meet any performance dates for the
Services but any such dates shall be estimates only and time shall not be of the essence for
the performance of the Services.
7.3 Alphabet Signs warrants to the Client that the Services will be provided using reasonable care
and skill.
7.4 Subject to clause 7.5, Alphabet Signs shall, at its option, repair or replace defective Services,
or refund the price of defective Services in full if:
7.4.1 the Client gives notice in writing during the Grievance Period that some or all of the
Services do not comply with the Service Specification; and
7.4.2 Alphabet Signs is given a reasonable opportunity of examining such Services.
7.5 Alphabet Signs shall not be liable for the Services’ failure to comply with clause 7.4 if:
7.5.1 the defect arises as a result of Alphabet Signs following any drawing, design or Service
Specification supplied by the Client;
7.5.2 the Client alters or repairs the Goods or Services without the written consent of
Alphabet Signs; or
7.5.3 the defect arises as a result of fair wear and tear, wilful damage, negligence, or
abnormal working conditions.
- Client’s Obligations
8.1 The Client shall:
8.1.1 ensure that the terms of the Order and any information it provides in the Service
Specification and the Goods Specification are complete and accurate;
8.1.2 co-operate with Alphabet Signs in all matters relating to the Services;
8.1.3 provide Alphabet Signs, its employees, agents, consultants and subcontractors, with
access to the Delivery Location as required by Alphabet Signs in order to provide the
Services;
8.1.4 provide Alphabet Signs with such information and materials as Alphabet Signs may
reasonably require in order to supply the Services, and ensure that such information is
complete and accurate in all material respects;
8.1.5 obtain and maintain all necessary licences, permissions and consents which may be
required for the Services before the date on which the Services are to start;
8.1.6 ensure that the installation of the Goods and the provision of the Services shall comply
with all applicable laws, including health and safety laws;
8.1.7 to check the artwork proof thoroughly for errors before confirming the Order. Alphabet
Signs shall not be liable for any errors not corrected by the Client in the Order;
8.1.8 if the Client is acting as agent for a Site Owner the Client undertakes to ensure that the
Site Owner understands and adheres to these Conditions;
8.1.9 the Client shall obtain all third party consents, rights and licences as may be required
in order to allow Alphabet Signs to provide the Services; and
8.1.10 to check the Goods and Services after receipt of the Confirmation and report any
issues to Alphabet Signs within the Grievance Period.
8.2 If Alphabet Signs performance of any of its obligations under the Contract is prevented or
delayed by any act or omission by the Client or failure by the Client to perform any relevant
obligation (Client Default):
8.2.1 without limiting or affecting any other right or remedy available to it, Alphabet Signs
shall have the right to suspend performance of the Services until the Client remedies
the Client Default, and to rely on the Client Default to relieve it from the performance of
any of its obligations in each case to the extent the Client Default prevents or delays
Alphabet Signs performance of any of its obligations;
8.2.2 Alphabet Signs shall not be liable for any costs or losses sustained or incurred by the
Client arising directly or indirectly from Alphabet Signs failure or delay to perform any
of its obligations as set out in this clause 8.2; and
8.2.3 the Client shall reimburse Alphabet Signs on written demand for any costs, charges or
losses sustained or incurred by Alphabet Signs arising directly or indirectly from the
Client Default.
8.3 The Client accepts and acknowledges that temporary Goods (such as marketing/advertising
boards) are for temporary use only and will not last for more than one year at most, given that
they are for temporary use only. The Client agrees and acknowledges that when Goods are
removed there may be minor mechanical damage, such as drill holes, or discolouration to the
building in the place where the Goods were positioned and the Client accepts that Alphabet
Signs shall not be responsible for rectifying such damage.
- Price and Payment
9.1 The price for the Goods and Services shall be the price set out in the Order and may include
sums required for the hiring of equipment in accordance with clause 9.7.
9.2 The price shall be exclusive of and subject to Value Added Tax which shall be paid by the
Client in addition to the Price.
9.3 Alphabet shall provide the Client with an invoice after the expiry of the Grievance Period.
9.4 The Client shall pay each invoice submitted by Alphabet Signs:
9.4.1 within 30 days of the date of the invoice, or in accordance with any credit terms agreed
by Alphabet Signs and confirmed in writing to the Customer;
9.4.2 in full and without any deduction whether by way of set-off, counterclaim, discount,
abatement or otherwise; and
9.4.3 in full and in cleared funds to a bank account nominated in writing by Alphabet Signs,
and
time for payment shall be of the essence of the Contract.
9.5 If the Client fails to pay any sum due under the Contract on the due date in accordance with
clause 9.4.1, Alphabet Signs shall be entitled, without limiting any other rights it may have, to
charge interest on the outstanding amount at the rate of 3% above the base lending rate of the
Bank of England, accruing on a daily basis until payment is made, whether before or after
judgment. Alphabet Signs reserves the right to claim interest under the Late Payment of
Commercial Debts (Interest) Act 1998 (amended).
9.6 In the event that Alphabet Signs have agreed with the Client to invoice a third party instead of
the Client (as detailed in the Order), the Client will indemnify Alphabet Signs in full in respect of
the sums due and for any and all costs and expenses incurred by Alphabet Signs and shall be
responsible for any interest as a result of the failure of that third party to make payment.
9.7 The Client agrees that in the event that Alphabet Signs is required to hire powered access or
any other access equipment or the services of abseilers to install the Goods, then on collection
of the Goods, Alphabet Signs will charge to the Client the costs of hiring such equipment if
required to remove the Sign.
- LIMITATION OF LIABILITY: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO
THIS CLAUSE.
10.1 Nothing in the Contract limits any liability which cannot legally be limited, including but not
limited to liability for:
10.1.1 death or personal injury caused by negligence;
10.1.2 fraud or fraudulent misrepresentation; and
10.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of
the Supply of Goods and Services Act 1982 (title and quiet possession).
10.2 Subject to clause 10.1, Alphabet Signs total liability to the Client shall not exceed the total price
paid for the Goods and Services by the Client as specified in the Order. Alphabet Signs total
liability includes liability in contract, tort (including negligence), breach of statutory duty, or
otherwise, arising under or in connection with the Contract.
10.3 This clause 10.3 sets out specific heads of excluded loss and subject to clause 10.1, the types
of loss listed in this clause 10.3 are wholly excluded by Alphabet Signs:
10.3.1 Loss of profits;
10.3.2 Loss of sales or business;
10.3.3 Loss of agreements or contracts;
10.3.4 Loss of anticipated savings.
10.3.5 Loss of or damage to goodwill;
10.3.6 Indirect or consequential loss.
10.4 Alphabet Signs has given commitments as to compliance of the Goods and Services with
relevant specifications. In view of these commitments, the terms implied by sections 13 to 15 of
the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act
1982 are, to the fullest extent permitted by law, excluded from this agreement.
10.5 Unless the Client notifies Alphabet Signs that it intends to make a claim in respect of an event
within the Grievance Period, Alphabet Signs shall have no liability for that event. The notice
must be in writing and must identify the event and the grounds for the claim in reasonable
detail.
10.6 Alphabet Signs agrees to provide the Goods and Services in accordance with the Goods
Specification and the Services Specification. Alphabet Signs is not responsible for ensuring that
the Goods comply with The Town and Country Planning (Control of Advertisements)
Regulations 2007 or any other statute or legislation governing the size, location or content of
the Sign in force. The Client accepts and acknowledges that it is the sole responsibility of the
Client to ensure that the Goods conform with any such legislation and Alphabet Signs shall not
be responsible for any costs incurred by the Client as a result of the Client’s failure to do so.
10.7 Alphabet Signs does not warrant that the Sign will increase the profitability of the Client’s
business or generate new business for the Client.
10.8 This clause 10 shall survive termination of the Contract.
- Termination
11.1 Without affecting any other right or remedy available to it, either party may terminate the Contract
by giving the other party not less than 30 days written notice.
11.2 Without affecting any other right or remedy available to it, either party may terminate the Contract
with immediate effect by giving written notice to the other party if the other party commits a
material breach of its obligations under the Contract and (if such breach is remediable) fails to
remedy that breach within 7 days after receipt of notice in writing to do so.
11.3 Without affecting any other right or remedy available to it, Alphabet Signs may terminate the
Contract with immediate effect by giving written notice to the Client if:
11.3.1 the Client fails to pay any amount due under the Contract on the due date for payment;
or
11.3.2 there is a change of control of the Customer;
11.3.3 the Client takes any step or action in connection with its entering administration,
provisional liquidation or any composition or arrangement with its creditors (other than
in relation to a solvent restructuring), being wound up (whether voluntarily or by order of
the court, unless for the purpose of a solvent restructuring), having a receiver appointed
to any of its assets or ceasing to carry on business or, if the step or action is taken in
another jurisdiction, in connection with any analogous procedure in the relevant
jurisdiction; or
1.3.4 the Client suspends, or threatens to suspend, or ceases or threatens to cease to carry
on all or a substantial part of its business.
- Consequences of Termination
15.1 On termination of the Contract:
15.1.1 the Client shall immediately pay to Alphabet Signs all of Alphabet Signs outstanding
unpaid invoices and interest and, in respect of Services and Goods supplied but for
which no invoice has been submitted, Alphabet Signs shall submit an invoice, which
shall be payable by the Client immediately on receipt;
15.2 Termination of the Contract shall not affect any rights, remedies, obligations and 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.
15.3 Any provision of the Contract that expressly or by implication is intended to have effect after
termination shall continue in full force and effect.
- Force majeure
16.1 Alphabet Signs shall not be in breach of the Contract nor liable for delay in performing or failure
to perform, any of its obligations under the Contract if such delay or failure result from a Force
Majeure Event.
16.2 Alphabet Signs reserves the right to postpone or cancel the Contract without liability to the
Client if it is prevented from or delayed in carrying out the Services due to a Force Majeure
Event.
16.3 If the Force Majeure Event continues for a continuous period in excess of three months then
either party shall be entitled to give notice in writing to terminate the Contract.
- Data Protection
17.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This
clause 17 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 17, Applicable Laws means (for so
long as and to the extent that they apply to Alphabet Signs) 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 any Data Protection Legislation and any other law that applies in the UK.
17.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is
the controller and Alphabet Signs is the processor.
17.3 Without prejudice to the generality of clause 17.1, the Client will ensure that it has all necessary
appropriate consents and notices in place to enable lawful transfer of the personal data to
Alphabet Signs for the duration and purposes of the Contract.
- Confidentiality
18.1 Each party undertakes that it shall not at any time disclose to any person any confidential
information concerning the business, affairs, customers, clients or Alphabet Signs of the other
party, except as permitted by clause 18.2.
18.2 Each party may disclose the other party’s confidential information:
18.2.1 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 18; and
18.2.2 as may be required by law, a court of competent jurisdiction or any governmental or
regulatory authority.
18.3 Neither party shall use the other party’s confidential information for any purpose other than to
perform its obligations under the Contract.
- General
19.1 Assignment and other dealings
19.1.1 Alphabet Signs 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.
19.1.2 The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare
a trust over or deal in any other manner with any of its rights and obligations under the
Contract without the prior written consent of Alphabet Signs.
19.2 Notices
19.2.1 Any notice given to a party under or in connection with this agreement shall be in
writing and shall be:
19.2.1.1 delivered by hand or by pre-paid first-class post or other next working
day delivery service at its registered office (if a company) or its
principal place of business (in any other case); or
19.2.1.2 sent by email to mail@alphabetsigns.uk.com if the intended recipient
is Alphabet signs or sent by email to the address specified in the
Order if the intended recipient is the Client.
19.2.2 Any notice shall be deemed to have been received:
19.2.2.1 if delivered by hand, on signature of a delivery receipt; and
19.2.2.2 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; and
19.2.2.3 if sent by fax or email, at the time of transmission, or, if this time falls
outside business hours in the place of receipt, when business hours
resume. In this Clause 19.2.2.3, business hours means 9.00am to
5.00pm Monday to Friday on a day that is not a public holiday in the
place of receipt.
19.2.3 This clause 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.
19.3 Severance
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall
be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such
modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any
modification to or deletion of a provision or part-provision under this clause shall not affect the validity
and enforceability of the rest of the Contract.
19.4 Waiver
A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall
not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise
any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any
other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or
remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall
prevent or restrict the further exercise of that or any other right or remedy.
19.5 No partnership or agency
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture
between the parties, constitute either party the agent of the other, or authorise either party to make or
enter into any commitments for or on behalf of the other party.
19.6 Entire agreement
19.6.1 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.
19.6.2 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 misrepresentation based on any statement in the
Contract.
19.7 Third parties rights
19.7.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under
the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
19.7.2 The rights of the parties to rescind or vary the Contract are not subject to the consent
of any other person.
19.8 Variation
Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed
in writing and signed by the parties (or their authorised representatives).
19.9 Governing law
The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in
connection with it or its subject matter or formation shall be governed by and construed in accordance
with the law of England and Wales.
19.10 Jurisdiction.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to
settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection
with the Contract or its subject matter or formation.