Terms and Conditions for the purchase of goods and/or services

1.    DEFINITIONS AND INTERPRETATION

The following definitions and rules of interpretation apply in these Conditions.

1.1    Definitions
Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with the Customer from time to time.
Applicable Laws means any applicable laws, regulations, statutes, industry code, policy or standard enforceable by law (including, but not limited, to the Modern Slavery Act 2015 and the Bribery Act 2010) which are relevant to the exercise or enjoyment of rights, or the performance of obligations, of the respective party, in each case arising under these Conditions.
Business Day means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges means the charges payable to the Supplier by the Customer for the supply of Goods and/or Services in accordance with clause 9. 
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 16.9.
Contract means the contract between the Customer and the Supplier for the supply of Goods and/or Services, which incorporates the terms of the Order and these Conditions.
Control shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.
Customer means the company who issued the Order.
Customer Materials has the meaning set out in clause 7.4.
Data Protection Laws means all Applicable Laws relating to data protection, privacy and the protection of personal data including: (a) Regulation (EU) 2016/679 as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018; and (b) the Data Protection Act 2018. 
Deliverables means all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts). 
Delivery Date means the date specified in the Order, or, if none is specified, within fourteen (14) days of the date of the Order.
Delivery Location means the address for delivery of Goods as set out in the Order.
Goods means the goods or products (or any part of them) to be provided by the Supplier, as set out in the Order.
Intellectual Property Rights means patents, utility models, rights in inventions, copyright, trade marks, service marks, rights in trade names, business names, logos domain names, URLs, get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in databases, rights in confidential information (including know-how and trade secrets), and all other similar or equivalent rights or forms of protection, in each case whether registered or unregistered and including all applications and rights to apply for and be granted registered rights, renewals or extensions of, and rights to claim priority from, such rights which subsist or will subsist now or in the future in any part of the world.
Mandatory Policies means the Customer’s policies as notified to the Supplier from time to time. 
Order means the Customer’s order for the supply of Goods and/or Services as set out in the Customer’s purchase order form. 
Services means the services, including any Deliverables, to be provided by the Supplier, as set out in the Order.
Specification means the description or specification for the Goods and/or Services agreed in writing by the Customer and the Supplier.
Supplier means the company or entity from whom the Customer purchases the Goods and/or Services under the relevant Order. 

1.2    Interpretation
(a)    A reference to a statute or statutory provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that statute or statutory provision.
(b)    A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). 
(c)    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.
(d)    Any words denoting the singular shall include the plural and vice versa.
(e)    Except where expressly provided otherwise, a reference to writing or written includes email.

2.    BASIS OF CONTRACT

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

2.2    The Order shall be deemed to be accepted on the earlier of:
(a)    the Customer issuing to the Supplier written acceptance of an Order provided by the Supplier; 
(b)    the Supplier issuing to the Customer written acceptance of an Order provided by the Customer; or
(c)    any act by the Supplier consistent with fulfilling an Order provided by the Customer to the Supplier,
at which point, and on which date, the Contract shall come into existence (the Commencement Date).

2.3    These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by Applicable Laws, trade custom, practice or course of dealing.

2.4    In the event of any conflict between an Order and these Conditions, the terms of these Conditions shall prevail unless the Order expressly states otherwise.

2.5    Where the Supplier and the Customer have entered into a separate agreement for the provision of the relevant Goods or Services, these Conditions shall not apply. 

2.6    The Supplier acknowledges and agrees that the Customer may be acquiring the Goods and/or Services both for itself and for its Affiliates to use in their respective business operations. The Customer shall act on behalf of itself and any such Affiliates in all dealings with the Supplier under the Contract, and shall use reasonable endeavours to ensure that any claims or actions of any such Affiliates are brought by the Customer (it being agreed by the Supplier that, for these purposes, any losses or damage suffered by an Affiliate relating to any such claims or actions shall be deemed to be the losses or damage of the Customer).

3.    SUPPLY OF GOODS

3.1    The Supplier shall ensure that the Goods: 
(a)    correspond with their description and any applicable Specification;
(b)    be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer expressly or by implication, and in this respect, the Customer relies on the Supplier’s skill and judgement; 
(c)    are free from defects in design, material and workmanship and remain so for at least twelve (12) months after delivery; and 
(d)    comply with all Applicable Laws.

3.2    The Customer may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract.

3.3    If following such inspection or testing, the Customer considers that the Goods do not conform or are unlikely to comply with the Supplier’s undertakings as set out in clause 3.1, the Customer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.

3.4    The Customer may conduct further inspections and tests after the Supplier has carried out its remedial actions.

4.    DELIVERY OF GOODS

4.1    The Supplier shall ensure that:
(a)    the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; and
(b)    each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, where the Customer has agreed to the Goods being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

4.2    The Supplier shall deliver the Goods:
(a)    on the Delivery Date;
(b)    at the Delivery Location; and
(c)    during the Customer’s normal business hours, or as otherwise instructed by the Customer.

4.3    Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.

4.4    If the Supplier:
(a)    delivers less than 95% of the quantity of Goods ordered, the Customer may, at its discretion, reject the Goods entirely and any rejected Goods shall be returnable at the Supplier’s risk and expense; or
(b)    delivers more than 105% of the quantity of Goods ordered, the Customer may, at its discretion, reject the Goods entirely or the excess Goods and any rejected Goods shall be returnable at the Supplier’s risk and expense.

4.5    If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the deli

4.6    The Supplier shall not deliver the Goods in instalments without the Customer’s prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all, or any defect in an instalment shall entitle the Customer to the remedies set out in clause 6.

4.7    Title and risk in the Goods shall pass to the Customer on completion of delivery.

4.8    The Customer shall only return to the Supplier any packaging materials used to deliver the Goods where agreed by the Customer in writing in the Order. The return of any packaging materials shall be at the Supplier's sole cost.

5.    SUPPLY OF SERVICES

5.1    The Supplier shall meet any performance dates for the Services specified in the Order or that the parties agree from time to time.

5.2    When providing the Services, the Supplier shall:
(a)    perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;
(b)    use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Contract;
(c)    comply with the Customer's procedures for vetting the Supplier's personnel employed or engaged in the provision of the Services to the Customer;
(d)    ensure that the Services will conform with all descriptions, standards and specifications set out in the Specification, and that the Deliverables shall be fit for any purpose that the Customer expressly makes known to the Supplier;
(e)    provide all equipment, tools and vehicles and such other items as are required to provide the Services;
(f)    use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Customer, will be free from defects in workmanship, installation and design;
(g)    not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Customer may rely or act on the Services; and
(h)    comply with any additional obligations as set out in the Specification.

6.    CUSTOMER REMEDIES

6.1    If the Supplier fails to deliver the Goods by the applicable date or to perform the Services by the applicable date, the Customer shall, without limiting or affecting other rights or remedies available to it, have any one or more of the following rights and remedies:
(a)    to terminate the Contract with immediate effect by giving written notice to the Supplier;
(b)    to refuse to accept any subsequent performance of the Services or delivery of the Goods (in whole or in part) which the Supplier attempts to make;
(c)    to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods or services from a third party;
(d)    to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided or Goods that it has not delivered; and
(e)    to claim damages for any additional costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier's failure to meet such dates.

6.2    If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 3.1, then, without limiting or affecting other rights or remedies available to it, the Customer shall have one or more of the following rights and remedies, whether or not it has accepted the Goods:
(a)    to terminate the Contract with immediate effect by giving written notice to the Supplier;
(b)    to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier's own risk and expense;
(c)    to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
(d)    to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
(e)    to recover from the Supplier any expenditure incurred by the Customer in obtaining substitute goods from a third party; and
(f)    to claim damages for any additional costs, loss or expenses incurred by the Customer arising from the Supplier's failure to supply Goods in accordance with clause 3.1.

6.3    If the Supplier has supplied Services that do not comply with the requirements of clause 5.2(d) then, without limiting or affecting other rights or remedies available to it, the Customer shall have one or more of the following rights:
(a)    to terminate the Contract with immediate effect by giving written notice to the Supplier;
(b)    to return the Deliverables to the Supplier at the Supplier’s own risk and expense;
(c)    to require the Supplier to provide repeat performance of the Services, or to provide a full refund of the price paid for the Services;
(d)    to refuse to accept any subsequent performance of the Services which the Supplier attempts to make;
(e)    to recover from the Supplier any expenditure incurred by the Customer in obtaining substitute services or deliverables from a third party; and
(f)    to claim damages for any additional costs, loss or expenses incurred by the Customer arising from the Supplier’s failure to comply with clause 5.2(d).

6.4    These Conditions shall apply to any repaired or replacement goods supplied by the Supplier and any substituted or remedial services provided by the Supplier.

6.5    The Customer’s rights and remedies under these Conditions are in addition to, and not exclusive of, any rights and remedies implied by statute and common law.

7.    SUPPLIER'S OBLIGATIONS

7.1    The Supplier shall from the date set in the Order and for the duration of the Contract provide the Goods and/or Services to the Customer in accordance with the terms of the Contract.

7.2    The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.

7.3    The Supplier shall comply with all Applicable Laws and Mandatory Policies which apply to the provision of the Goods and/or the Services and shall observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer’s premises.

7.4    The Supplier shall hold all materials, equipment and tools, drawings, specifications and data supplied by the Customer to the Supplier (the Customer Materials) in safe custody at its own risk, maintain the Customer Materials in good condition until returned to the Customer, and not dispose or use the Customer Materials other than in accordance with the Customer’s written instructions or authorisation (the Customer Materials are the exclusive property of the Customer).

7.5    In providing the Goods and/or Services, the Supplier shall co-operate with the Customer in all matters relating to the Goods and/or Services, and comply with all reasonable instructions of the Customer.

8.    CUSTOMER’S OBLIGATIONSThe Customer shall:

8.1    subject to clause 7.3, provide the Supplier with reasonable access at reasonable times to the Customer’s premises for the purpose of providing the Goods and/or Services; and

8.2    provide such necessary information for the provision of the Goods and/or Services as the Supplier may reasonably request.

9.    CHARGES AND PAYMENT9.1    The Charges for the Goods and/or Services shall be set out in the Order.

9.2    In respect of any provision of Services, the Charges shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.

9.3    The Supplier shall invoice the Customer for the Charges on completion of the Services or at any time after the delivery of the Goods. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant purchase order number.

9.4    In consideration of the supply of the Goods and/or Services by the Supplier, the Customer shall pay the undisputed invoiced amounts within sixty (60) days of the date of a correctly rendered invoice to a bank account nominated in writing by the Supplier.

9.5    All amounts payable by the Customer under the Contract are exclusive of value added tax (VAT) and the Customer shall, in addition, pay an amount equal to any VAT chargeable on those sums subject to receipt of a valid VAT invoice.

9.6    If the Customer fails to make a payment due to the Supplier under the Contract by the due date, the Supplier shall notify the Customer in writing that payment is overdue (Overdue Payment Notice). If the Customer fails to pay the overdue sum within thirty (30) days of receiving the Overdue Payment Notice, the Supplier may charge interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.6 will accrue each day at two per cent (2%) a year above the Bank of England’s base rate from time to time, but at two per cent (2%) a year for any period when that base rate is below zero per cent (0%).

9.7    The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Goods and/or Services, and shall allow the Customer to inspect such records at all reasonable times on request.

9.8    The Customer may, at any time, without notice to the Supplier, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. Any exercise by the Customer of its rights under this clause 9.8 shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.

10.    INTELLECTUAL PROPERTY RIGHTS

10.1    All Intellectual Property Rights created by, or on behalf of, the Supplier in its performance of the Services (other than Intellectual Property Rights in any Customer Materials) shall be owned by the Supplier.

10.2    The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to all relevant Intellectual Property Rights of the Supplier (or its employees, officers, representatives, suppliers, subcontractors or advisers) for the purpose of receiving and using the Goods, Services and the Deliverables, including to use, copy and modify the Deliverables.

10.3    All Customer Materials are the exclusive property of the Customer.

10.4    The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable, revocable licence to use and copy any Customer Materials provided by the Customer to the Supplier for the term of the Contract solely for the purpose of providing the Goods and/or Services to the Customer.

11.    LIABILITY

11.1    Nothing in the Contract shall limit or exclude either party's liability for:
(a)    death or personal injury caused by its negligence; 
(b)    fraud or fraudulent misrepresentations; or
(c)    any liability which cannot be excluded or limited pursuant to Applicable Laws.

11.2    Nothing in the Contract shall limit or exclude the Supplier's liability for:
(a)    wilful default (including any deliberate non-performance) or gross negligence;
(b)    breach of Applicable Laws;
(c)    the indemnity provided under clause 11.4; 
(d)    breach of clause 15; 
(e)    breach of clause 16.5; or
(f)    breach of clause 16.6.

11.3    Subject to clauses 11.1 and 11.2, the Supplier's total liability to the Customer for any loss or damage suffered by the Customer arising under or in connection with the Contract, whether for breach of contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the greater of: 
(a)    £1,000,000.00 (one million pounds sterling); and 
(b)    an amount equal to one hundred and fifty per cent (150%) of the total Charges paid or payable by the Customer under the Contract.

11.4    The Supplier shall indemnify the Customer against all liabilities, costs, expenses, damages and losses (including but not limited to 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 reasonable professional costs and expenses) suffered or incurred by the Customer arising out of, or in connection with:
(a)    any claim brought against the Customer for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt, use or supply of the Goods, Deliverables and/or Services (excluding the Customer Materials); and
(b)    any claim made against the Customer by a third party arising out of, or in connection with, the supply of the Goods and/or Services.

11.5    Nothing in the Contract shall expressly or impliedly impose any obligation or liability on the Customer other than for payment of the Charges and such obligations or liability as cannot by Applicable Laws be excluded or limited.

11.6    This clause 11 shall survive termination or expiry of the Contract.

12.    INSURANCE
During the term of the Contract, and for a period of six (6) years thereafter, the Supplier shall maintain in force, with a reputable insurance company, adequate insurance to cover all potential liabilities under, or in connection with, the Contract, including professional indemnity insurance, product liability insurance and public liability insurance. The Supplier shall produce to the Customer, on request, written evidence confirming the existence and extent of the cover given by those insurance policies.

13.    TERMINATION

13.1    Without limiting or affecting any other right or remedy available to it, the Customer may terminate the Contract on at least ten (10) days prior written notice to the Supplier.

13.2    Without limiting or affecting any other right or remedy available to it, the Customer may terminate the Contract with immediate effect by giving written notice to the Supplier if:
(a)    there is a change of Control of the Supplier; 
(b)    the Supplier’s financial position deteriorates to such an extent that in the Customer’s opinion the Supplier’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
(c)    the Supplier commits a breach of clause 3.1, 5.2(d), 5.2(f) or 7.3.

13.3    Without limiting or 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:
(a)    the other party commits a material breach of any term of the Contract which is irremediable or (if such breach is remediable) it fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;
(b)    the other party 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
(c)    the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

14.    CONSEQUENCES OF TERMINATION14.1    On termination of the Contract for any reason or expiry of the Contract, the Supplier shall immediately deliver to the Customer all Deliverables whether or not then complete, and return all Customer Materials. If the Supplier fails to do so, then the Customer may enter the Supplier's premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

14.2    On termination of the Contract for any reason, the Supplier shall promptly (and in any event within ten (10) Business Days of termination) provide a pro rata refund of any Charges paid by the Customer in advance for Goods and/or Services not delivered.

14.3    Termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, 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.

14.4    Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

15.    DATA PROTECTION

15.1    In respect of its provision of the Goods and/or Services, the Supplier shall at all times comply with UK Data Protection Laws.

16.    GENERAL

16.1    Regulatory Compliance 
The Supplier acknowledges that the Customer is regulated by the Financial Conduct Authority and the Prudential Regulatory Authority. To the extent relevant to provision of the Goods and/or Services, the Supplier shall reasonably co-operate with and reasonably assist the Customer in meeting any of its regulatory obligations.

16.2    Information Security
The Supplier shall maintain ISO 27001 certification as that standard may be updated or modified from time to time and shall promptly provide a copy of its ISO 27001 certificate to the Customer upon written request.

16.3    Force Majeure
Neither party shall 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 events, circumstances or causes beyond its reasonable control (a Force Majeure Event). The Customer may suspend payment of any Charges relating to the provision of Good or Services that are affected by a Force Majeure Event, until the Force Majeure Event has concluded. If the Force Majeure Event continues for at least thirty (30) days, the Customer may immediately terminate the Contract by giving written notice to the Supplier.

16.4    Assignment and Other Dealings
(a)    The Customer 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.
(b)    The Supplier 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 the Customer.

16.5    Confidentiality
(a)    Each party shall not at any time during the term of the Contract, and for a period of five (5) years thereafter, disclose to any person any confidential information concerning the business, affairs, products, services, customers, clients or suppliers of the other party, except as permitted by clause 16.5(b) and 16.5(d).
(b)    Each party may disclose the other party’s confidential information:
(i)    to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out its 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 16.5; and
(ii)    as may be required by Applicable Laws, a court of competent jurisdiction or any governmental or regulatory authority.
(c)    Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
(d)    The Customer may disclose the Supplier's confidential information to its investors, funders and third parties in connection with any sale, initial public offering, restructuring, securitisation and to any potential purchaser of its business or assets or any part thereof.
(e)    This clause 16.5 shall survive termination or expiry of the Contract.

16.6    Anti-bribery 
The Supplier warrants that it has not made and will not make, any promise or offer of (or accept or request) any gift, payment or advantage of any kind, directly or indirectly, to or from any:
(a)    public official or administrative officer; 
(b)    private entity, party or individual; or
(c)    political or charitable organisation,
which would contravene any Applicable Laws including, the anti-bribery and competition laws and regulations of the UK.

16.7    Non-Solicitation
Neither party shall, without the prior written consent of the other party, during the term of the Contract, and for a period of twelve (12) months thereafter, directly or indirectly induce, solicit or entice away (or attempt to induce, solicit or entice away) any employee or consultant of the other party who have been engaged or employed in the provision of the Goods and/or Services or the management of the Contract, provided that this restriction shall not apply to those persons:
(a)    who have responded to a bona fide recruitment advertisement not specifically targeted at such person; or
(b)    who approach the other party on an unsolicited basis.

16.8    Entire Agreement
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.

16.9    Variation
Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.

16.10    Waiver
A waiver of any right or remedy under the Contract or by Applicable Laws 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 Applicable Laws 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 Applicable Laws shall prevent or restrict the further exercise of that or any other right or remedy.

16.11    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 16.11 shall not affect the validity and enforceability of the rest of the Contract.

16.12 Notices
(a)    Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be 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).
(b)    A notice or other communication shall be deemed to have been received: 
(i)    if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
(ii)    if sent by pre-paid first-class post or other next working day delivery service, at 9.00 a.m. (GMT) on the second Business Day after posting.

16.13    Third Party Rights
(a)    Subject to clause 16.13(b), 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.
(b)    The Customer enters into the Contract for the benefit of, and all rights and benefits granted under the Contract expressed to be granted in favour of the Customer are hereby acknowledged to be granted to, each of the Customer's Affiliates. Each such Affiliate will be entitled to enforce those rights and benefits against the Supplier in accordance with the Contracts (Rights of Third Parties) Act 1999 (UK), provided that the Customer and the Supplier shall be entitled to vary or terminate any provision of the Contract without requiring the consent of any such Affiliate.

16.14    Dispute Resolution. 
If any dispute arises out of or in connection with the Contract or the performance, validity or enforceability of it, within ten (10) days of the dispute being raised by one party to the other party, the parties will meet at operational level to attempt in good faith to resolve the dispute. If the parties are unable to resolve the dispute within ten (10) days of commencing the dispute resolution process at operational level, the dispute will be referred for resolution to the senior executive level of each party to attempt in good faith to resolve the dispute. Nothing is this clause shall prevent either party bringing a claim or starting legal proceedings at its discretion.

16.15    Governing Law and Jurisdiction 
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. Each party irrevocably agrees that the courts of England 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.