COMPANY Standard Terms and Conditions

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1. DEFINITIONS & INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in the Contract.

“Access Subscription”	means the Access Subscription purchased by the Company pursuant to clause 8.1 which entitles Authorised Users to access and use the Services and the Documentation for Projects in accordance with the Proposal, Contract and Confirmation Form;
“Authorised Users”	means those employees, agents and independent contractors of the Company who are authorised by the Company to use the Services and the Documentation;
“Bespoke Services”	means any services which are in addition to the core Services set out in the Proposal;
“Business Day”	means any day which is not a Saturday, Sunday or public holiday in the UK;
“Company”	means the person, as defined in clause 1.3, so named on the Proposal to who the Services are provided by the Supplier;
“Company Data”	means the data inputted by the Company, Authorised Users, Survey Participants, Survey Observers,or the Supplier on the Company’s behalf for the purpose of using the Services or facilitating the Company’s use of the Services, which includes “Organisation Data”, “Personal Data” and “Survey Data”, and excludes “Research Data”;
“Confidential Information”	means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.5;
“Confirmation Form”	means the detailed requirements of the Project, in accordance with the Proposal and Contract, and forming part of the Contract;
“Contract”	means the contract which comes into existence on completion of a Proposal and incorporating the terms and conditions herein and such other documents referenced or attached to the Proposal;
“Documentation”	means any documents, information or resources made available to the Company by the Supplier online via web addresses notified by the Supplier to the Company from time to time which sets out a description of the Services and the user instructions for the Services;
“Effective Date”	means the date set out in the Proposal;
“Fees”	means the Fees payable by the Company to the Supplier for the Access Subscription, as more particularly described in the Contract;
“Inappropriate Content”	has the meaning given to it in clause 2.3;
“Initial Subscription Term”	means the initial term of the Contract being 15 months;
“Intellectual Property Rights”	means patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, trade names and domain names, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions 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;
“Normal Business Hours”	means 9.00 am to 5.00 pm local UK time, each Business Day;
“Organisation Data”	means any data relating to the company, which is not Personal, Research or Survey Data;
“Personal Data”	means first name, last name, email and phone number of Company Contacts, Authorised Users, Survey Participants and Observers, as covered by clause 5.1;
“Project Information”	means any information provided by the Recipients directly to the Company as a result of any Project including personal data;
“Proposal”	means any document electronically, including email, or physically signed by the Supplier and the Company which incorporates these Terms and Conditions into a Contract;
“Research Data”	means the anonymised data collected about the Recipients generated by the Software from time to time;
“Recipient”	means any individual or business who views or accesses any Project;
“Renewal Period”	means the period described in clause 13.1;
“Services”	means the Access Subscription services provided by the Supplier to the Company under the Contract via websites notified to the Company by the Supplier from time to time, including but not limited to access to the Software, as more particularly described in the Contract;
“Service Level Agreement”	Means the agreement setting out the detailed expectations of the Company of services supplied by the Supplier
“Software”	means the online software applications provided by the Supplier as part of the Services;
“Subscription Term”	has the meaning given in clause 13.1;
“Supplier”	means The Forton Group Ltd incorporated and registered in England and Wales, number 4389389 whose registered office is at College Farm, Main Street, Willoughby, Rugby, Warwickshire, CV23 8BH
“Support Services”	means the Supplier’s support services in relation to the Services as more particularly described in the Contract;
“Survey Data”	means the data inputted by the Observers;
“Virus”	means anything or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

 

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of the Contract.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Words in the singular shall include the plural and vice versa.

1.6 A reference to one gender shall include a reference to the other genders.

1.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.8 A reference to writing or written includes faxes and e-mail.

1.9 References to clauses and schedules are to the clauses and schedules of the Contract; references to paragraphs are to paragraphs of the relevant schedule to the Contract.

 

2. ACCESS SUBSCRIPTION

2.1 Subject to the Company purchasing the Access Subscription in accordance with clause 8.1, the restrictions set out in this clause 2and the other terms and conditions of the Contract, the Supplier hereby grants to the Company a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Company’s business operations.

2.2 In relation to the Authorised Users, which includes Survey Participants, the Company undertakes that each Authorised User shall keep a secure password for his use of the Services and Documentation and that each Authorised User shall keep his password confidential.

2.3 The Company shall not access, store, distribute or transmit any Viruses, or any Company Data during the course of its use of the Services that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity;

(f) causes damage or injury to any person or property; or

(g) is in breach of any third party Intellectual Property Rights (“Inappropriate Content”); and the Supplier reserves the right, without liability to the Company, to remove any Company Data that breaches the provisions of this clause.

2.4 The Company shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Contract:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

(c) use the Services and/or Documentation to provide services to third parties; or

(d) subject to clause 18.1 and clause 3, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or

(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2.

2.5 The Company shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.

2.6 The rights provided under this clause 2 are granted to the Company only, and shall not be considered granted to any subsidiary or holding company of the Company.

 

3. THIS CLAUSE IS INTENTIONALLY BLANK
   

 

4. SERVICES

4.1 The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Company on and subject to the terms of the Contract.

4.2 The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

(a) planned maintenance carried out outside normal business hours provided that the Supplier has used reasonable endeavours to give the Company at least 5 ‘Normal Business Days’ notice in advance; and

(b) unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Company at least 4 ‘Normal Business Hours’ notice in advance.

4.3 The Supplier will, as part of the Services, provide the Client Company with the Support Services during Normal Business Hours as set out in the Service Level Agreement which forms part of the Contract. The Supplier may amend the Support Services in its sole and absolute discretion from time to time.

4.4 The Company may purchase bespoke services separately at the Supplier’s then current rates.

 

5. COMPANY DATA

5.1 The Supplier is registered with the UK Information Commissioner’s Office (ICO) number Z6898165 and adheres to the General Data Protection Regulations (GDPR) under the UK Data Protection Act 2018 (DPA 2018) and it has a legitimate interest in using Company Data, which is “the performance of 360 degree feedback research services (“Services”) which requires three types of Company Data: Organisation Data (to establish the Contract and administer the Services; Personal Data (to provide the Services and Access Subscriptions); Survey Data (to provide the Services); data processing is necessary to achieve the Services; and this is balanced against the individual’s interests, rights and freedoms because they would expect this level of processing and the Services are in the individual’s personal and professional development interests.

5.2 The Project Information, that is relevant Survey Participants’ and Survey Observers’ Personal Data will be removed by the Supplier within three months of the end of the Project, or within three months of notice from the Company of Project Completion, whichever is the earlier.

5.3 The Company shall own all rights, title and interest in and to all of the Company Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Company Data.

5.4 The Supplier shall follow its internal archiving procedures for Company Data. In the event of any loss or damage to Company Data, the Company’s sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Company Data from the latest back-up of such Company Data maintained by the Supplier in accordance with the archiving procedure. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Company Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Company Data maintenance and back-up).

5.5 The Supplier shall, in providing the Services, provide the Company with Research Data in circumstances where it is obliged to as part of the Services.

5.6 The Supplier will process Personal Data on the Company’s behalf when performing its obligations under the Contract, and the parties record their intention that the Company shall be the Data Controller and the Supplier shall be a Data Processor and in any such case:

(a) the Supplier is located in the United Kingdom, and the Company acknowledges and agrees that the Personal Data may be transferred or stored outside the EEA or the country where the Company and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under the Contract;

(b) the Company shall ensure that the Company is entitled to transfer the relevant Personal Data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with the Contract on the Company’s behalf;

(c) the Company shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

(d) the Supplier shall process the Personal Data only in accordance with the terms of the Contract and any lawful instructions reasonably given by the Company from time to time; and

(e) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Data or its accidental loss, destruction or damage;

and the Company acknowledges that the Supplier is reliant on the Company for the quality and accuracy of the Personal Data and for direction as to the extent to which the Supplier is entitled to use and process the Personal Data. Consequently, the Supplier will not be liable for any claim brought by a data subject from any action or omission by the Supplier to the extent that such action or omission resulted directly from the Company’s instructions.

 

6. SUPPLIER’S OBLIGATIONS

6.1 The Supplier undertakes that the Services will be performed substantially in accordance with the Contract and the Documentation and with reasonable skill and care.

6.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier’s instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly. Such correction or substitution constitutes the Company’s sole and exclusive remedy for any breach of the undertaking set out in clause 6.1. Notwithstanding the foregoing, the Supplier:

(a) does not warrant that the Company’s use of the Services will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by the Company through the Services will meet the Company’s requirements; and

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Company acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6.3 The Contract shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Contract.

6.4 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Contract.

 

7. COMPANY’S OBLIGATIONS

7.1 The Company shall:

(a) provide the Supplier with:

(i) all necessary co-operation in relation to the Contract, including quality, completeness and accuracy of information, any target dates and project windows necessary to the success of the Project Services; and

(ii) all necessary access to such information as may be required by the Supplier;

in order to render the Services,

(b) comply with all applicable laws and regulations with respect to its activities under the Contract;

(c) carry out all other Company responsibilities set out in the Contract in a timely and efficient manner. In the event of any delays in the Company’s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;

(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of the Contract and shall be responsible for any Authorised User’s breach of the Contract;

(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under the Contract, including without limitation the Services;

(f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and

(g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Company’s network connections or telecommunications links or caused by the internet.

 

8. CHARGES AND PAYMENT

8.1 The Company shall pay the Fees to the Supplier for the Access Subscription in accordance with this clause 8 and as set out in the Proposal.

8.2 The Company shall on the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and the Supplier shall invoice the Company for the Fees payable in respect of the Company’s use of the Services in respect of a Project. The invoice becomes payable upon receipt.

8.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier:

(a) the Supplier may, without liability to the Company, disable the Company’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

(b) interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Supplier’s bankers in the UK at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.

8.4 All amounts and fees stated or referred to in the Contract:

(a) shall be payable in pounds sterling, unless otherwise agreed;

(b) are, subject to clause 12.4(b), non-cancellable and non-refundable;

(c) are exclusive of value added tax, which shall be added to the Supplier’s invoice(s) at the appropriate rate.

 

9. PROPRIETARY RIGHTS

9.1 The Company acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Services and the Documentation. Except as expressly stated herein, the Contract does not grant the Company any rights to, or in, any Intellectual Property Rights, or any other rights or licences in respect of the Services or the Documentation.

9.2 The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Contract.

 

10. CONFIDENTIALITY

10.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Contract. A party’s Confidential Information shall not be deemed to include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party;

(b) was in the other party’s lawful possession before the disclosure;

(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or

(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

10.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, 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 the Contract.

10.3 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 breach of the terms of the Contract.

10.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

10.5 The Company acknowledges that details of the Services, and the Intellectual Property Rights therein, constitute the Supplier’s Confidential Information.

10.6 The Supplier acknowledges that the Company Data is the Confidential Information of the Company.

10.7 This clause 10 shall survive termination of the Contract, however arising.

 

11. INDEMNITY

11.1 The Company will promptly indemnify and keep the Supplier indemnified and held harmless from and against all claims, actions, liabilities, demands, costs, losses, damages and expenses it suffers whether during or after the expiry or termination of the Contract (in part or in its entirety) including, without limitation, any:-

(a) economic loss and/or loss of profit;

(b) indirect, special or consequential loss;

(c) legal expenses;

(d) loss or damage arising from any claim for compensation;

(e) damage to goodwill or reputation; and

(f) loss and/or damage suffered as a result of any action brought by a third party including, without limitation any end user

arising directly or indirectly from any breach of the Contract, non-performance, breach of any legal requirement; and/or any negligent act or omission of the Company, or its staff, Authorised Users, agents, sub-contractors.

 

12. LIMITATION OF LIABILITY

12.1 This clause 12 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Company in respect of:

(a) any breach of the Contract;

(b) any use made by the Company of the Services and Documentation or any part of them; and

(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

12.2 Except as expressly and specifically provided in the Contract:

(a) the Company assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Company, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any Company Data or any other information or instructions provided to the Supplier by the Company in connection with the Services, or any actions taken by the Supplier at the Company’s direction;

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract; and

(c) the Services and the Documentation are provided to the Company on an “as is” basis.

12.3 Nothing in the Contract excludes the liability of the Supplier:

(a) for death or personal injury caused by the Supplier’s negligence; or

(b) for fraud or fraudulent misrepresentation.

12.4 Subject to clause 12.2 and clause 12.3:

(a) the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Contract; and

(b) the Supplier’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the total Fees paid for the Access Subscription during the 12 months immediately preceding the date on which the claim arose.

 

13. TERM AND TERMINATION

13.1 The Contract shall, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, the Contract shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

(a) either party notifies the other party of termination, in writing, at least 90 days before the end of the Initial Subscription Term or any Renewal Period, in which case the Contracts shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

(b) otherwise terminated in accordance with the provisions of the Contract;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

13.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract without liability to the other if:

(a) the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

(b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or

(c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or

(d) a receiver is appointed of any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or

(e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or

(f) the other party ceases, or threatens to cease, to trade; or

(g) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

13.3 On termination of the Contract for any reason:

(a) all Access Subscriptions granted under the Contract shall immediately terminate;

(b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;

(c) the Supplier may destroy or otherwise dispose of any of the Company Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of the Contract, a written request for the delivery to the Company of the then most recent back-up of the Company Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Company within 30 days of its receipt of such a written request, provided that the Company has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Company shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Company Data; and

(d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

 

14. FORCE MAJEURE

14.1 The Supplier shall have no liability to the Company 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 or telecommunications 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, provided that the Company is notified of such an event and its expected duration.

 

15. WAIVER

15.1 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

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

 

16. SEVERANCE

16.1 If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

16.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

 

17. ENTIRE AGREEMENT

17.1 The Contract, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

17.2 Each of the parties acknowledges and agrees that in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.

 

18. ASSIGNMENT

18.1 The Company shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

18.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

 

19. NO PARTNERSHIP OR AGENCY

Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

 

20. THIRD PARTY RIGHTS

The Contract does not confer any rights on any person or party (other than the parties to the Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

 

21. NOTICES

21.1 Any notice required to be given under the Contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in the Contract, or such other address as may have been notified by that party for such purposes.

21.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.

 

22. GOVERNING LAW AND JURISDICTION

22.1 The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.

22.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract.

Last revision 1st AUGUST 2018