James Dean Events Ltd

GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF GOODS AND SERVICES

1. Definitions and interpretation

1.1 In these Conditions the following terms have the following meanings:

“Charges” the Company’s charges for the Goods and/or Services;

“Commencement Date” has the meaning set out in clause 3.2;

"Company" means James Dean Events Ltd (a company incorporated in England and Wales under company number 07944796 whose registered office is at Blueberry Worx, Suite 3 Blueberry Way, Woodville, Swadlincote, Derbyshire, DE11 7GX, trading as Tipis for Weddings.;

“Company Materials has the meaning as given to it in clause 10.10;

"Conditions" these terms and conditions;

“Confidential Information” any and all information acquired by a party about the other party’s business and/or given by a party to the other and/or generated by a party from the other party’s information;

"Contract" any agreement between the Company and the Customer for the provision of the Goods and/or Services incorporating these Conditions;

"Customer" the person who agrees to purchase the Goods and/or Services from the Company subject to these Conditions;

"Deliverables" all deliverables including but not limited to any Equipment and/or documents, products and materials provided by the Company in relation to the Services including those specified in the Order but excluding any Goods;

“Delivery Location” has the meaning given to it in clause 4.3;

“Equipment” means any equipment which are provided by the Company, its subcontractors and/or

agents to enable the Customer to receive and use the Services but excluding any Goods;

“Field of Use” the field of use and/or application for which the Customer hasengaged the Company to perform the Services as described in the Quotation;

“Force Majeure Event” has the meaning given to it in clause 27;

“Goods” the goods (or any part of them) set out in the Order;

“Goods Specification” the Specification for the Goods;

“Intellectual Property Rights”means patents, rights to inventions, copyright and related rights, trade marks, trade names and 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, rights in confidential information and any other intellectual property rights, in each case whether registered or unregistered and including all applications (and rights to apply) for, and renewals or extensions of, such rights and all rights of action for infringement of such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world;

“Liability” means liability for actions, awards, costs, claims, damages,losses (including without limitation any direct or indirect consequential losses), demands, expenses, loss of profits, loss of reputation, judgments, penalties and proceedings and any other losses and/or liabilities;

"Order" the Customer's purchase order or the Customer’s acceptance of a Quotation;

“Quotation” the Company’s written quotation for the Goods and/or Services;

“Service Specification” the Specification for the Services;

"Services" any services which the Company is to supply to the Customer as detailed in the Service Specification including provision of the Deliverables;

"Site" the premises where any Services are to be carried out as specified in the Service Specification;

“Special Conditions” any terms and conditions set out in the Service Specification;

“Specification the description or the specification for the Goods and/or Services provided in writing by the Company to the Customer or such other document as shall be agreed upon by the

Company and the Customer as reflecting the details of the Goods and/or Services to be provided by the Company or if there is no such document, the Quotation;

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

“Working Day” means any day which is not a Saturday, Sunday or bank or public holiday in England; and

2. Construction

2.1 In these Conditions, the following rules of interpretation apply:

2.1.1 a person includes a natural person, corporate or unincorporated body (whether or

not having separate legal personality);

2.1.2 a reference to a party includes its personal representatives, successors or permitted assigns;

2.1.3 any phrase introduced by the terms including, include, in particular or any preceding those terms; and

2.1.4 a reference to writing or written includes faxes and e-mails.

3. Basis of Contract

3.1 The Order constitutes an offer by the Customer to hire Goods and/or purchase Services in accordance with these Conditions.

3.2 Each Order placed by the Customer shall be deemed to be an offer by the Customer to hire the Goods and/or purchase the Services subject to these Conditions and shall be binding on the Customer, but shall bind the Company only when the Company has notified the Customer in writing of its acceptance of the Order or (if earlier) by its actions the Company has commenced performance of the Order (Commencement Date).

3.3 These Conditions apply to all Contracts for the provision of Goods and/or Services entered into by the Company. The Customer agrees to deal with the Company on these Conditions, subject to any Special Conditions to the exclusion of all other terms, conditions, warranties or representations (including any terms or conditions which the Customer purports to apply under any Order, confirmation of order, specification or any other document or implied by trade custom or course of dealing). In the case of any conflict or inconsistency between these< Conditions and the Special Conditions the Special Conditions shall prevail to the extent of the conflict or inconsistency.

3.4 No terms or conditions endorsed on, delivered with or contained in the Customer's purchase order, specification or other document shall form part of the Contract save where these Conditions (and where applicable the terms which are to be overridden) are specifically referred to in that document and the document is signed by both the Customer and the Company.

3.5 No variation to these Conditions shall be binding unless made in accordance with clause 3.4 or clause 29.7 or included in the Special Conditions.

3.6 The Company's employees or agents are not authorised to make any representations concerning the Goods and/or Services unless they are :

3.6.1 set out in these Conditions;

3.6.2 implied by operation of law; or

3.6.4 given by a director of the Company in writing.

3.7 In entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed. The Customer irrevocably and unconditionally waives any right it may have to claim damages for and/or to rescind the Contract as a result of any misrepresentation whether or not contained in the Contract unless such misrepresentation was made fraudulently.

3.8 Any samples, drawings, descriptive matter or advertising issued by the Company and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Company's catalogues or brochures 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.

3.9 Any typographical, clerical or other error or omission in any sales literature, Order, Quotation, price list, invoice or other document or information issued by the Company shall be subject to correction without any Liability on the part of the Company.

3.10 Any Quotation shall not constitute an offer, and is only valid for a period of seven Working Days from its date of issue, provided that the Company has not previously withdrawn it.

3.11 The Customer shall not be entitled to cancel in whole or in part any Order, except with the agreement of the Company in writing and then subject to reasonable cancellation charges.

4. Goods and Delivery of Goods

4.1 The Goods are described in the Goods Specification. The Customer shall ensure that the terms of its Order and any applicable Goods Specification are complete and accurate.

4.2 The Company shall ensure that:

4.2.1 each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Company reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

4.2.2 if the Company requires the Customer to return any packaging material to the Company, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Company shall reasonably request. Returns of packaging materials shall be at the Company’s expense.

4.3 The Company shall deliver the Goods to the location set out in the Order or such other location as the parties may agree in writing (Delivery Location) at any time after the Company notifies the Customer that the Goods are ready.

4.4 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.

4.5 Any dates quoted for delivery of the Goods are approximate only. The Company shall use its reasonable endeavours to deliver the Goods on or around the date quoted for delivery, but the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.6 The Customer shall have no right to reject Goods (save as expressly set out in these Conditions) and shall have no right to rescind this Contract for late delivery.

4.7 Subject to the other provisions of these Conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence).

5. Risk

5.1 The risk in the Goods and/or Deliverables shall pass to the Customer on completion of delivery.

6. Supply of Services

6.1 The Company agrees to supply the Services to the Customer on the terms of these Conditions, in consideration of payment of the Charges by the Customer.

6.2 Unless agreed otherwise, dates for performance of the Services and/or delivery of the Equipment by the Company are estimates only and are not guaranteed although the Company endeavours to give accurate dates where possible. Time is not of the essence in relation to such dates or in relation to revised dates and the Customer shall have no right to reject Services or to rescind for late delivery and/or performance.

6.3 If the Company is delayed in providing the Services either due to the Customer’s failure to comply with the Contract or due to the act and/or omission of the Customer or third party not under the control of the Company then any date or dates agreed between the Company and the Customer for provision of the Services will be delayed by a reasonable period in consideration of the delay suffered by the Company.

6.4 Subject to the other provisions of these Conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pur economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the performance of the Services (even if caused by the Company's negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 60 (sixty) days.

6.5 Delivery of Deliverables shall be deemed to occur at the time when the Deliverables arrive at the place of delivery if the Company delivers the Deliverables by the Company’s own transport or the Company arranges transport or in all other cases when the Deliverables leave the Company’s premises.

6.6 Prior to any Services being commenced the Customer should ensure that:

7. Acceptance

7.1 Unless otherwise stated in the Service Specification acceptance of the Services and the Deliverables shall be deemed to have occurred on whichever is the earliest of:

7.1.1 the signing by the Customer of an acceptance certificate in relation to the Services;

7.1.2 the use of the Deliverables by the Customer in the normal course of its business.

7.2 The Customer shall inspect the Goods on delivery and inform the Company within 1 (one) days of the date of delivery if the Goods are damaged or more or less than the correct Deliverables have been delivered. The Customer's only remedy in respect of damaged or short delivery shall be (at the Company’s sole discretion) the provision of replacement goods or a refund. The Company shall not be liable for any damage or under or over delivery that is not notified in this way.

8. Specification

8.1 Any specification supplied by the Company to the Customer shall only be approximate unless stated in the Service Specification or Goods Specification (together the Applicable Specification(s)).

8.2 The quantity, quality, description and/or specification for the Goods and/or Services shall be that set out in the Applicable Specification(s).

8.3 The Goods and/or Services shall comply in all material respects with any Specification set out in the Applicable Specification(s).

8.4 The Customer is responsible for checking the Applicable Specification(s) and satisfying itself that any Specification given is accurate and adequate for the Goods and/or Services.

8.5 The Company shall have no Liability for errors in any Specification or details supplied by the Customer and the Customer is solely responsible for their accuracy.

8.6 Details, drawings, illustrations and/or specifications in brochures, price lists and/or on the website or buying portals produced by the Company are intended as a guide only and only give a general approximation of the Goods and/or Services and shall not form part of any contract between the Company and Customer.

8.7 Without prejudice to any other right or remedy the Company may have, the Customer agrees to indemnify and keep indemnified the Company against any and all Liability and increased administration and professional and legal costs on a full indemnity basis suffered by the Company (without set-off, counterclaim and/or reduction) and arising out of or in connection with the Company’s use of Intellectual Property Rights, specifications, details and/or drawings supplied by the Customer whether or not such Liability and/or costs were foreseeable or foreseen at the date of the Contract.

8.8 The Customer confirms and agrees that it has not relied upon any details and/or information contained in the Company’s brochure or website or buying portals unless it has sought and obtained written confirmation from the Company of their accuracy.

8.9 The Company reserves the right to make any changes to the Specification for the Goods and/or Services as may be required to conform with any safety, regulatory or legal requirements or which do not materially affect the nature or quality of the Goods and/or Services, and the Company shall notify the Customer in any such event.

9. Changes

9.1 Either party has the right to request changes to the Goods and/or Services.

9.2 Subject to clause 8.9, no change requested by either party shall be effective or binding unless agreed to in writing by both parties.

10. Customer's obligations

10.1 The Customer shall ensure that the terms of the Order and the Applicable Specification(s) is< complete and accurate.

10.2 The Customer shall comply with all and any obligations that may be placed on the Customer pursuant to the terms of the Applicable Specification(s);

10.3 The Customer agrees to promptly provide the Company with any and all information and/or assistance that the Company may require in order to provide the Goods or perform the Services and the Customer warrants to the Company that any information it provides is accurate, complete and is not misleading.

10.4 The Customer warrants that it holds and will continue to hold any licences, waivers, consents and/or notifications required under any applicable legislation, regulation and/or administrative order to receive and use the Goods and/or Services. The Customer agrees that breach of this clause is a material breach of the Contract.

10.5 The Customer shall provide the Company, its employees, agents, consultants and subcontractors, with access to the Site (if applicable), the Customer's premises, office accommodation and other facilities as reasonably required by the Company to provide the Goods and/or Services including access outside working hours where reasonably required.

10.6 Where Equipment is provided by the Company, the Customer shall ensure that the Site is:

10.6.1 a suitable environment for the safe and reliable housing of the Equipment; and

10.6.2 cleared and prepared before the Services are due to commence.

10.7 The Customer shall make available at the Site such facilities as the Company shall reasonably require in order to discharge any of its obligations under the Contract including, without limitation, sufficient unloading space, parking, facilities, equipment, heating, lighting, power, adequate work space and access to the Customer's computer and telecommunications systems where such Customer systems are to be combined with Equipment the Company is supplying and/or subject to the Services.

10.8 The Customer shall make available to the Company any facilities on or near the Site reasonably required by the Company to comply with its environmental responsibilities including the disposal of packaging.

10.9 The Customer shall take all reasonable precautions to protect the health and safety of the Company’s employees, agents and sub-contractors while on the Site.

10.10 The Customer shall keep and maintain all materials, equipment, documents and other property of the Company (Company Materials) at the Customer's premises in safe custody at its own risk; maintain the Company Materials in good condition until returned to the Company; and not dispose of or use the Company Materials other than in accordance with the Company's written instructions or authorisation.

10.11 The Customer warrants and represents that it will use the Goods and/or Services in accordance with the Contract, the Company's reasonable instructions from time to time, all applicable laws, regulations and codes of practice.

10.12 The Customer shall not:

10.12.1 permit anyone other than its employees to use the Deliverables and/or Services;

10.12.2 purchase any Services specifically for re-sale to third parties;

10.12.3 convert, adjust, alter or modify any Deliverables

10.12.4 remove, alter, disconnect or negate any of the safety features incorporated into Deliverables;

10.12.5 use the Goods, Deliverables and/or Services in a manner which may result in the Company, its subcontractors and/or agents incurring any Liability to a third party.

10.13 If the Company's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or its agents, subcontractors, consultants or employees the Company shall not be liable for any Liability sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.

10.14 The Customer shall be liable to pay to the Company, on demand, all Liability sustained or incurred by the Company arising directly or indirectly from the Customer's fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Company confirming such Liability to the Customer in writing.

11. Charges, Invoicing and Payment

11.1 Subject to the provisions of clause 11.3, the applicable Charges for Goods shall be the price set out in the Order or the Quotation. The Charges for the Goods are, save where otherwise agreed in writing by the Customer and the Company, exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods.

11.2 The Company reserves the right to:

11.2.1 increase the Charges for the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Company that is due to:

(i) any factor beyond the control of the Company (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(ii) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or

(iii) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Company adequate or accurate information or instructions in respect of the Goods; and

11.3 In respect of Goods, the Company shall invoice the Customer in advance of delivery unless otherwise notified by the Company.

11.4 The Company shall be entitled to invoice each delivery of Goods and/or Services separately.

11.5 The Company may increase its Charges in relation to Goods and/or Services where the increase is to take account of increases in the Company’s Liability suffered by the Company subject to reasonable advanced notice being provided to the Customer of such increases.

11.6 If the Customer increases the level of Services it takes from the Company at any time, the Company will agree with the Customer the additional charges which may apply as a result.

11.7 If at any time the Company omits to charge the Customer for something in an invoice, the Company may invoice the Customer for the omitted charges at any time up to 12 months after the date the Charge was incurred.

11.8 All invoices will be sent to the Customer’s contact address as listed in the Order, unless the Customer informs the Company of any change in the Customer’s billing address in writing.

11.9 The Customer shall make payment to the Company in respect of all invoices in full within thirty (30) days of the date of the invoice. Time of payment shall be of the essence.

11.10 No payment shall be deemed to have been received until the Company has received payment in full in cleared funds. The Company accepts payment by direct debit or bank transfer or as otherwise agreed in writing with the Customer. The Customer shall ensure that the Company receives payment in full in cleared funds no later than the due date.

11.11 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Company to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.

11.12 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.

11.13 The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by< the Company to the Customer.

11.14 All payments shall be applied to invoices and to the Services listed in such invoices in the order determined in its discretion by the Company.

11.15 If full payment is not received by the Company by the due date then without prejudice to its other rights and remedies the Company shall be entitled:

11.15.1 to sue for the total Charges; and/or

11.15.2 to suspend the further provision of Goods and/or Services to the Customer without incurring any Liability; and/or

11.15.3 to terminate the Contract without incurring any Liability; and/or

11.15.4 to charge interest on the overdue amount at the rate of 8% per cent per annum above the base rate for the time being of the Bank of England from time to time accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment.

12. Data Protection

12.1 The Company acknowledges that where in the performance of its obligations under the Contract it processes Personal Data as a Data Processor (which terms are as defined in the Data Protection Act 1998), the Company shall in relation to such Personal Data:

12.1.1 only process such Personal Data in accordance with the reasonable instructions from the Customer from time to time;

12.1.2 comply with the seventh principle in Schedule 1 to the Data Protection Act 1998;

13. Confidentiality and Call Recording

13.1 Neither party shall directly and/or indirectly use and/or disclose the other party’s Confidential Information except in the proper performance of the Contract.

13.2 The obligations of confidentiality and non-use set out above shall continue indefinitely and shall survive termination of the Contract for any reason except they shall not apply to information:

13.2.1 which the receiving party proves was already in its possession and at its free disposal prior to disclosure by the other party;

13.2.2 which the receiving party proves was developed by it without reference to any of the other party’s Confidential Information;

13.2.3 which is after the date of the Contract disclosed to the receiving party without any obligations of confidentiality by a third party who is not in breach of any duty of confidentiality in doing so;

13.2.4 which is or becomes generally available to the public through no default and/or omission on the receiving party’s part; or 13.2.5 to the extent it is required to be disclosed by law and/or the rules of any recognised stock exchange and/or regulatory authority on condition that the receiving party gives the other party as much advance notice of such disclosure as possible.

13.3 The exceptions in clause 13.2 above shall not apply to any combination of features merely because individual features (but not the combination itself) fall within any one or more of such exceptions.

13.4 The Customer acknowledges and agrees that the Company may record calls for training and quality improvement purposes and to assist the Company to perform and manage any contract which it enters into with the Customer. The Customer shall procure that each member of its staff, agents, sub-contractors and other representatives consent to such recording when contacting the Company in relation to the Goods and/or Services. This creates a primary obligation on the Customer and not a secondary guarantee.

14. Intellectual Property

14.1 The Customer acknowledges and agrees that all Intellectual Property Rights in any Goods manufactured by the Company (save to the extent that any of the Company’s suppliers own any Intellectual Property Rights in any part of any such manufactured Goods), and/or arising out of or in connection with the Services shall be owned by the Company absolutely.

14.2 Subject to clause 15.1 and 15.6, all Intellectual Property Rights in any Deliverables shall at all times be and remain the property of the Company or its licensor.

14.3 The Customer agrees that, at the Company’s cost, it will do all acts and/or things and execute all documents and/or deeds which are required by the Company to give effect to this clause 14 and/or to assist the Company or its suppliers in the application, registration, renewal and/or protection of such Intellectual Property Rights.

14.4 Subject to clause 14.1  and 14.5 and to payment in full by the Customer of all sums due under the Contract, the Company grants the Customer a non-exclusive, royalty free licence to use any Intellectual Property Rights in the Deliverables for the purposes only of making reasonable use of the Services.

14.5 All Intellectual Property Rights in any drawings, diagrams, specifications, data and any other materials and/or works provided by the Customer shall at all times be and remain the property of the Customer or its licensor. The Customer grants to the Company a non-exclusive, royalty free licence (with a right to sub-license) to use and make copies, for the purpose of providing the Goods and/or Services, any materials and/or works (including any Intellectual Property Rights therein) which are provided by the Customer.

14.6 The Customer shall not make any modification to the Goods and/or Deliverables or their Deliverables, Goods and/or Services.

14.7 The Company shall be free to utilise for the benefit of its other customers any skill and/or know-how that it may develop or acquire in the performance of the Services.

14.8 The Customer shall indemnify and keep indemnified the Company against any and all losses, proceedings, lost profits, damages, awards, expenses, claims, costs (including increased administration costs and legal costs on a full indemnity basis), actions and any other losses and/or liabilities suffered by the Company and arising from or due to any Intellectual Property Rights infringement claim by a third party arising out of any act and/or omission of the Customer.

15. Liability

15.1 Subject to the remaining provisions of this clause 15, the Company warrants to the Customer that Services provided under the Contract will be undertaken:

15.1.1 with reasonable skill and care and will be supplied by appropriately experienced, qualified and trained personnel; and

15.1.2 in all material respects with the Service Specification(s).

15.2 The Company shall exercise reasonable endeavours to ensure the security of the Customer’s

communications, but cannot guarantee that communications will be secure.

15.3 The Company’s warranties in clause 18.1 do not extend to any damages, defects, or nonconformities caused by:

15.3.1 use of any Deliverables in violation or in a manner inconsistent with the Company’s directions relating to such Deliverables;

15.3.2 any failure to follow installation, operation or maintenance instructions provided by the Company or the manufacturer in respect of the Deliverables;

15.3.3 failure to permit the Company timely access, to the Deliverables;

15.3.4 any Deliverables that have been serviced and/or otherwise modified by a party other than the Company or a person authorised by the Company for the Service in question or, where the Company has authorised a third party to service or modify Deliverables, any part of it has not been serviced or modified in accordance with the Company’s instructions;

15.3.5 misuse or abnormal use, incorrect operating or environmental conditions (including incorrect temperature and/or humidity levels) the temporary or permanent effects of electromagnetic interference or static electricity or electrical surges or failures, lightning damage or any accidental, negligent or wilful cause beyond the control of the Company; or

15.4 The Company shall have no Liability for any Goods and/or Deliverables being defective or for defective Services where the defect has been caused by the Customer.

15.5 The Company shall be entitled to rely on any information supplied by the Customer in respect of its requirements for software licences and the Company shall have no Liability to the Customer for any inadequacy in the number of software licences supplied due to any information supplied by the Customer being inaccurate, incomplete, inadequate and/or misleading.

15.6 The Company shall have no Liability to the Customer for any matters which arise due to or in connection with a failure by the Customer to implement an appropriate environment or environmental controls at the Site in relation to the operation or utilisation of the Goods and/or Deliverables.

15.7 The Company shall have no Liability to the Customer for any part of any Goods and/or Deliverables which is defective and/or defective Services, unless the event is notified to the Company in accordance with clause 7.2 in respect of any defects apparent on delivery or within a reasonable time of discovery of any other defect, or if shorter, by completion of any relevant user acceptance tests.7.2

15.8 The Company shall have no Liability for additional damage, loss, Liability, claims, costs or expenses caused or contributed to by the Customer’s continued use of defective Goods and/or Deliverables after a defect has become apparent or suspected or should reasonably have become apparent to the Customer.

15.9 The Company shall have no Liability to the Customer to the extent that the Customer is covered by any policy of insurance and the Customer shall ensure that its insurers waive any and all rights of subrogation they may have against the Company.

15.10 The Company shall have no Liability to the Customer for any Liability arising from any instructions supplied by the Customer which are incomplete, incorrect, inaccurate, or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Customer.

15.11 The Company shall have no Liability to the Customer for any:

15.11.1 consequential and/or indirect losses;

15.11.2 loss of profits and/or damage to goodwill;

15.11.3 special damages; and/or

15.11.4 business interruption, loss of business, contracts, opportunity and/or production.

15.12 The Company’s total aggregate Liability to the Customer in relation to the Contract shall not exceed 150% of the Charges under the Contract. To the extent that any Liability of the Company to the Customer would be met by any insurance of the Company then the Liability of the Company shall be extended to the extent that such Liability is met by such insurance.

15.13 Each of the limitations and/or exclusions in these Conditions shall be deemed to be repeated and apply as a separate provision for each of:

15.13.1 Liability for breach of contract (including fundamental breach);

15.13.2 Liability in tort (including negligence);

15.13.3 Liability for breach of statutory duty; and

15.13.4 Liability for breach of Common Law.

except clause 18.32 above which shall apply once only in respect of all the said types of Liability.

15.14 Nothing in the Contract shall exclude or limit any statutory rights of the Customer which may not be excluded or limited due to the Customer acting as a consumer. Any provision which would be void under any consumer protection legislation or other legislation shall to that extent, have no force or effect.

15.15 The Customer acknowledges and agrees that the limitations of Liability contained in this clause are:

15.15.1 fair and reasonable;

15.15.2 reflected in the Charges and of the insurance cover carried by the Company; and

15.15.3 just and equitable having regard to the extent of the responsibility of the Company for any Liability suffered.

15.16 The limitations in these Conditions are necessary in order to allow the Company to provide the Goods and/or the Services at its current prices. If the Customer requires greater protection then the Company may agree to modify the limitations on its Liability in return for the payment of a higher price for the Goods and/or Services.

15.17 The Customer shall produce to the Company written evidence of any claims for which it is alleged that the Company has Liability together with written details of how that Liability was caused by the Company and the steps the Customer has taken to mitigate the Liability before the Company shall have any Liability for the claim by the Customer.

15.18 The Customer shall be under a duty to mitigate any Liability that it may suffer.

15.19 Nothing in these Conditions shall exclude or limit the Company’s Liability for death or personal injury due to its negligence or any Liability which is due to its fraud or any other Liability which it is not permitted to exclude or limit as a matter of law.

15.20 Without prejudice to any other right or remedy the Company may have, the Customer agrees to indemnify and keep indemnified the Company against any and all Liability and increased administration and professional and legal costs on a full indemnity basis suffered by the Company (without set-off, counterclaim and/or reduction) and arising out of or in connection with any breach of contract, any tortious act and/or omission and/or any breach of statutory duty by the Customer whether or not such Liability and/or costs were foreseeable or foreseen at the date of the Contract.

16. Termination

16.1 Without limiting its other rights and remedies, each party shall be entitled to terminate the Contract immediately by notice in writing to the other party if:

16.1.1 the other party commits an irremediable breach of the Contract, persistently repeats a remediable breach or commits any remediable breach and fails to remedy it within 14 (fourteen) days of receipt of notice of the breach requiring remedy of the same; or

16.1.2 the other party persistently breaches one or more terms of the Contract; or

16.1.3 the other party makes an arrangement with or enters into a compromise with its creditors, becomes the subject of a voluntary arrangement, receivership, administration, liquidation or winding up, is unable to pay its debts or otherwise becomes insolvent or suffers or is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event, whether in the United Kingdom or elsewhere; or

16.1.4 the other party ceases or threatens to cease to carry on business.

16.2 Without limiting its other rights and remedies, the Company shall be entitled to terminate the Contract immediately by notice in writing to the Customer if:

16.2.1 the Customer fails to make a payment when due; or

16.2.2 there is at any time a material change in the management, ownership or control of the Customer; or

16.2.3 the Customer appears to the Company due to the Customer’s credit rating to be financially inadequate to meet its obligations under the Contract; or

16.2.4 the Company reasonably apprehends that any of the events specified in clauses

16.1.3 or 16.1.4 is about to occur in relation to the Customer and notifies the Customer accordingly.

16.3 If the Contract is terminated for any reason then:

16.3.1 the Company immediately may enter, without prior notice, the Site and/or any of the Customer’s premises (or premises of third parties with their consent) where Goods and/or Deliverables owned by the Company may be and repossess and dispose of or sell any Goods and/or Deliverables found which is owned by ther Company so as to discharge any sums due to the Company under the Contract< or any other agreement with the Customer;

16.3.2 the Company immediately may withhold delivery of any undelivered Goods and/or Services and stop any Goods and/or Deliverables in transit;

16.3.3 the Company immediately may withhold the performance of any Services and cease any Services in progress and if the Services are suspended due to the Customer’s acts and/or omissions, the Customer must pay to the Company all reasonable costs and expenses incurred in the implementation of such suspension and/or the recommencement of the suspended Services;

16.3.4 the accrued rights and remedies of the parties as at termination shall not be

affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

16.3.5 clauses which expressly or by implication have effect after termination shall continue in full force and effect.

17. Non-solicitation The Customer shall not, without the prior written consent of the Company, at any time from

the date of the Contract to the expiry of 6 months after the last date of supply of the Services solicit or entice away from the Company or employ (or attempt to employ) any person who is, or has been, engaged as an employee, consultant or subcontractor of the Company in the provision of the Services.

18. Force majeure The Company reserves the right to defer the date of provision of the Goods and/or Services or to cancel the Contract without incurring any Liability if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials (Force Majeure Event).

19. Notices

19.1 Any notice required to be given under or in connection with the Contract shall be in writing in the English language and shall be delivered personally or sent by pre-paid registered or recorded delivery post (and air mail if overseas) or by facsimile or by e-mail, to the party intended to receive the notice or communication at its address and marked for the attention of the representative each as referred to in the Order.

19.2 Any notice or other communication shall be deemed to be given to and received by the addressee:

19.2.1 at the time the same is left at the address of or handed to a representative of the party to be served if on a Working Day, and if not on the next Working Day;

19.2.2 by first class pre-paid post on the third Working Day following the date of posting; and/or

19.2.3 in the case of a facsimile transmission or other means of telecommunication or email on the next Working Day.

19.3 In proving the receipt of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication or e-mail was addressed and despatched and despatch of the transmission was confirmed and/or acknowledged as the case may be. Notices may not be validly given by text message.

20. General

20.1 The remedies available to the Company under the Contract shall be without prejudice to any other rights, either at Common Law or under statute, which it may have against the Customer.

20.2 The failure or delay of the Company to enforce or to exercise, at any time, or for any period of time, any term of or any right, power or privilege arising pursuant to the Contract does not constitute and shall not be construed as a waiver of such term or right and shall in no way affect the Company's right later to enforce or exercise it, nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.

20.3 The invalidity or unenforceability of any term of, or any right arising pursuant to the Contract shall not in any way affect the remaining terms or rights which shall be construed as if such invalid or unenforceable term or right did not exist.

20.4 The Contract is personal to the Customer and the Customer may not assign, transfer, subcontract or otherwise part with the Contract or any right or obligation under it without the prior written consent of the Company. The Company shall be entitled to assign, transfer, subcontract or otherwise part with the whole or any part of the Contract or any right or obligation under it to any third party whether with or without the Customer's consent.

20.5 Clause headings are purely for ease of reference and do not form part of or affect the interpretation of the Contract.

20.6 These Conditions together with the Quotation, Order, Applicable Specification(s) and any other documents relating to the Goods and/or Services which have been agreed in writing and signed by each party contain the whole agreement between the parties and supersede any prior written or oral agreement between them and are not affected by any other promise, representation, warranty, usage, custom or course of dealing. The parties confirm that they have not entered into the Contract on the basis of any representation that is not expressly incorporated into the Contract. Nothing in the Contract shall exclude liability for any fraudulent statement or act made prior to the date of the Contract.

20.7 No variation or amendment to the Contract shall be effective unless in writing signed by authorised representatives of each of the parties.

20.8 The parties to the Contract do not intend that any term of the Contract shall be enforceable a person that is not a party to it.

20.9 Any reference in these Conditions to any statute, law, statutory instrument, enactment, order, regulation or other similar instrument having the force of law shall be deemed to include any lawful amendment, re-enactment, extension, replacement, modification, consolidation and/or repeal thereof.

20.10 In these Conditions the phrase “and/or” means either of the alternatives and both of the alternatives as the case may be.

20.11 Termination of the Contract shall not affect any rights of the parties accrued up to the date of termination.

20.12 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 partprovision shall be deemed deleted. Any modification to or deletion of a provision or partprovision under this clause shall not affect the validity and enforceability of the rest of the Contract.

20.13 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.