JIGSAW TREE LIMITED – TERMS OF BUSINESS


1.     INTERPRETATION

1.1     Definitions. In these Terms, the following definitions apply:

Applicable Laws: means as applicable from time to time: (a) the laws of England and Wales; (b) any other laws; and (c) any policies, guidelines or industry codes made by any regulatory body having jurisdiction over a party or any of that party’s assets, resources or business (in each case whether or not legally binding), which apply to the performance of the Services or to which either party is subject.

Bribery Laws: means the Bribery Act 2010 and all Applicable Laws in connection with bribery or anti-corruption and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010.

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.  

Change: means any change to the Contract including to any of the Services.

Change Request: means a written request by the Client for a Change to the Statement of Work.

Charges: the charges payable by the Client for the supply of the Services in accordance with the Statement of Work.  

Client: the person or firm who purchases Services from the Supplier.  

Client Materials: means any Materials belonging to the Client and provided to the Supplier under the Contract.

Commencement Date: has the meaning set out in clause 2.2.  

Confidential Information: means any commercial, financial or technical information, information relating to the Services, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract.

Contract: the contract between the Supplier and the Client for the supply of Services in accordance with these Terms and each Statement of Work.

Data Controller: shall have the meaning given to it in the Data Protection Legislation.

Data Processor: shall have the meaning given to it in the Data Protection Legislation.

Data Protection Legislation:  means, as binding on either party or the Services:
(a)    the GDPR;
(b)    the Data Protection Act 2018;
(c)    any laws which implement or supplement any such laws; and
(d)    any laws that replace, extend, re-enact, consolidate or amend any of the foregoing.

Data Subject: shall have the meaning given to it in the Data Protection Legislation.

Force Majeure Event: means an event or sequence of events beyond a party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disasters, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for the performance of the Contract, strike, lockout or boycott or other industrial action including those involving the Supplier’s or its suppliers’ workforce, but excluding the Client’s inability to pay or circumstances resulting in the Client’s inability to pay.

GDPR: means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time).

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral 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 for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.  

Materials: means any methodology or process, documentation, data or other material in whatever form, including without limitation any reports, specifications, business rules or requirements, user manuals, user guides, operations manuals, training materials and instructions (including any modifications thereto).

Personal Data: shall have the meaning given to it in the Data Protection Legislation.

Personal Data Breach: shall have the meaning given to it in the Data Protection Legislation.

Services: the services to be provided by the Supplier to the Client as set out in a Statement of Work.   

Statement of Work (SOW): the document agreed between the parties setting out the Services, Charges and other commercial details relating to the provision of the Services by the Supplier.   

Supplier: Jigsaw Tree Limited is a limited company registered in England and Wales. Registered number: 09208142. Registered Office: The Mill House, Court Farm, Church Lane, Norton, Worcester, WR5 2PS

Supplier Materials: means any Materials belonging to the Supplier used in connection with the provision of the Services.

Terms: these terms and conditions as amended from time to time in accordance with clause 14.8.  

Work: without limitation any and all works of authorship, products, materials, discoveries, inventions, research, processes, systems, programs (including software programs and source code), formulae, component lists, operating and training manuals, databases, instructions, manuals, brochures, catalogues, process descriptions, know-how, data, diagrams, charts, results, reports, information, methodologies, ideas, concepts, designs, documents, models, prototypes, sketches, drawings, plans, photographs, specifications and studies created or developed by the Supplier in providing the Services (either alone or jointly with others).


1.2     Construction. In these Terms, the following rules apply:

1.2.1    a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

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

1.2.3    a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

1.2.4    any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

1.2.5    a reference to writing or written includes faxes and e-mails.
 
2.     BASIS OF CONTRACT

2.1     These Terms apply to and form part of the Contract between the Supplier and the Client. They supersede any previously issued terms and conditions of purchase or supply.

2.2     The Statement of Work shall only be deemed to be accepted when signed by both parties at which point and on which date the Contract shall come into existence (Commencement Date).

2.3     The Supplier may issue quotations to the Client from time to time. Quotations are invitations to treat only. They are not an offer to supply Services and are incapable of being accepted by the Client. Any quotation given by the Supplier is only valid for a period of 28 (twenty-eight) Business Days from the date of issue.
 
2.4     Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

3.     SUPPLY OF SERVICES

3.1     The Supplier shall supply the Services to the Client in accordance with the Statement of Work in all material respects. The Services include all of the services set out in the Statement of Work which the Client appoints the Supplier to provide.

3.2     The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Statement of Work, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3     The Supplier shall have the right to make any changes to the Services which are necessary to comply with any Applicable Laws, or which do not materially affect the nature or the quality of the Services, and the Supplier shall notify the Client in any such event.

3.4     The Supplier shall:

3.4.1    provide the Services using reasonable care and skill; and

3.4.2    perform the Services in a timely and efficient manner in accordance with all Applicable Laws.

3.5        The Supplier shall not be liable for any delay in or failure of performance caused by:

3.5.1    the Client’s failure to provide the Supplier with adequate instructions for performance or otherwise relating to the Services; or

3.5.2    a Force Majeure Event.

3.6    If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

3.6.1     the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays the Supplier's performance of any of its obligations;

3.6.2    the Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this 3.6; and

3.6.3    the Client shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default.

3.7    If applicable, the parties shall have review meetings in accordance with the terms of the Statement of Work.

4.     CLIENT’S OBLIGATIONS AND WARRANTIES

4.1     The Client shall:

4.1.1     ensure that the terms of the Statement of Work are complete and accurate;

4.1.2    co-operate with the Supplier in all matters relating to the Services;

4.1.3    provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;  

4.1.4    comply with all Applicable Laws and obtain and maintain all necessary licenses, permissions and consents which may be required before the date on which the Services are to start;

4.1.5    ensure that where the Services to be performed by the Supplier include the processing of electronically stored data supplied by the Client, then the Client shall provide all such technical information in relation to such data as and when reasonably required by the Supplier including but not limited to the manner in which and on what equipment it was generated and the media in which it has been or is to be supplied to the Supplier; and

4.1.6    ensure that all Client Materials are accurate and complete and in good condition. The Supplier shall not be liable for any delay or poor quality in the provision of the Services where such Client Materials are of poor quality, ambiguous, unclear or in any way faulty or incomplete or incorporate changes to the Statement of Work not previously notified to the Supplier.

4.2     The Client acknowledges that it remains under a duty to retain either the original or a copy of all data supplied to the Supplier for the period required by Applicable Laws.

4.3    The Client warrants and represents that:

   4.3.1    it has full capacity and authority to enter into and perform the Contract;
   
   4.3.2    the Contract is executed by a duly authorised representative of that party; and

4.3.3    there are no actions, suits or proceedings or regulatory investigations pending or, to the Client’s knowledge, threatened against or affecting the Client before any court or administrative body or arbitration tribunal that might affect the ability of the Client to meet and carry out its obligations under the Contract.

5.     CHARGES AND PAYMENT

5.1     The Charges for the Services shall be as set out in the Statement of Work or, if no Charges are set out, the Charges shall be calculated in accordance with the Supplier's standard fee rates from time to time.

5.2    The Supplier shall be entitled to charge the Client for any expenses reasonably incurred by it including, without limitation, travel and any expenses incurred by individuals engaged by the Supplier in connection with the Services including, but not limited to, the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
 
5.3     The Supplier will invoice the Client, and the Client shall pay each invoice, in accordance with the terms set out in the Statement of Work.  

5.4    Each invoice will be paid in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract. The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by Appliable Laws and the Client shall not be entitled to assert any credit, set off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Supplier to the Client.

5.5     The Charges are exclusive of VAT. The Client shall pay any applicable VAT to the Supplier on receipt of a valid VAT invoice.

5.6     Without limiting any other right or remedy of the Supplier, debt recovery costs and interest are chargeable in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002.
 
5.7     The Supplier may increase its charges to the Client by giving to the Client not less than 30 (thirty) days’ prior notice in writing PROVIDED THAT no such notice shall take effect to increase such prices prior to the date 12 (twelve) months after the Commencement Date (in the case of the first such increase) or the date on which the last such increase took effect (in the case of any subsequent such increase).

6.    INTELLECTUAL PROPERTY RIGHTS

6.1     The Supplier shall own all Intellectual Property Rights in or arising out of or in connection with the Services/Work.

6.2     The Client acknowledges that, in respect of any third-party Intellectual Property Rights, the Client’s use of any such Intellectual Property Rights shall be in accordance with such third-party’s terms and conditions.  
 
6.3     All Supplier Materials are the exclusive property of the Supplier and upon termination of the Contract shall be either returned by the Supplier to the Client or destroyed by the Supplier without cost to the Client upon the Supplier’s receipt of written instructions from the Client requesting and authorizing such action to be taken. There shall be no cost to the Client for such action.

6.4     In respect of all Intellectual Property Rights used in, or arising from, the Services it is agreed and acknowledged by both parties as follows:

6.4.1    all Intellectual Property Rights owned by a party in their own Materials are and will remain the property of that party, and

6.4.2    all Intellectual Property Rights in the Materials in such circumstances which are licensed to a party are and will remain licensed to that party.

7.     CONFIDENTIALITY

7.1    Each party shall keep confidential all Confidential Information of the other party and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:
   7.1.1    any information which was in the public domain at the date of the Contract;
   7.1.2    any information which comes into the public domain subsequently other than as a     consequence of any breach of the Contract or any related agreement;
7.1.3    any information which is independently developed by a party without using information supplied by the other party; or
7.1.4    any disclosure required by Applicable Laws or otherwise by the provisions of the Contract,
except that the provisions of clauses 7.1.1 to 7.1.3 shall not apply to information to which clause 7.3 relates.
7.2    This clause shall remain in force for a period of 5 (five) years from the Commencement Date and, if longer, 3 (three) years after termination of the Contract.
7.3    To the extent any Confidential Information is Personal Data, such Confidential Information may be disclosed or used only to the extent such disclosure or use is in compliance with and does not conflict with any of the provisions of clause 8.

8.     DATA PROTECTION

8.1    Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

8.2    The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the Data Controller and the Supplier is the Data Processor.

8.3    The Client will ensure that:

8.3.1    it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of the Contract; and

8.3.2    all instructions given by it to the Supplier in respect of Personal Data shall at all times be in accordance with all Data Protection Legislation.

8.4    The Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under the Contract:

8.4.1    process that Personal Data in accordance with the Statement of Work and only on the written instructions of the Client unless the Supplier is required by Applicable Laws to otherwise process that Personal Data (and shall inform the Client of that legal requirement before processing, unless Applicable Law prevents it doing so on important grounds of public interest). If the Supplier believes that any instruction received by it from the Client is likely to infringe the Data Protection Legislation it shall inform the Client and be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing. The charges payable to the Supplier shall not be discounted or set-off as a result of any delay or non-performance of any obligation in accordance with this clause 8.4.1;

8.4.2    ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

8.4.3    ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

8.4.4    not transfer any Personal Data outside of the United Kingdom unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:

(a)    the Client or the Supplier has provided appropriate safeguards in relation to the transfer;
(b)    the Data Subject has enforceable rights and effective legal remedies;
(c)    the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(d)    the Supplier complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data;

8.4.5    assist the Client, at the Client's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

8.4.6    notify the Client without undue delay on becoming aware of a Personal Data Breach;

8.4.7    on the termination of the Contract, at the Client’s cost and the Client’s option, the Supplier shall either return all of the Personal Data to the Client or securely dispose of the Personal Data (and thereafter promptly delete all existing copies of it) except to the extent that any Applicable Law requires the Supplier to store such Personal Data. This clause 8.4.7 shall survive termination or expiry of the Contract; and
8.4.8    maintain complete and accurate records and information to demonstrate its compliance with this clause 8.4.

8.5    The Client consents to the Supplier appointing IFA Dataflow as a third-party processor of Personal Data under the Contract. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 8. As between the Client and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 8.

8.6    The Client shall reply to any communication from the Supplier requesting further prior specific authorisation of a sub-processor promptly and in any event within 10 (ten) Business Days of request from time to time. The Client shall not unreasonably withhold, delay or condition any such authorisation.

9.    LIMITATION OF LIABILITY AND INDEMNITY  

9.1    Nothing in these Terms shall limit or exclude the Supplier's liability for:

9.1.1    death or personal injury caused by negligence;

9.1.2    fraud or fraudulent misrepresentation; or

9.1.3    any other losses which cannot be excluded or limited by Applicable Laws.

9.2     Subject to clause 9.1 the Supplier shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of revenue, loss or corruption of data, loss or corruption of software or systems, loss or damage to equipment, loss of use, loss of production, loss of contract, loss of commercial opportunity, harm to reputation or loss of goodwill or any indirect or consequential loss arising under or in connection with the Contract.

9.3     Subject to clause 9.1, the Supplier’s total liability shall not exceed the total Charges paid by the Client in the 12-month period immediately preceding the date on which the claim arose.

9.4     Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by Applicable Laws, excluded from the Contract.

9.4     This clause 9 shall survive termination of the Contract.

9.5    The Client shall indemnify, and keep indemnified, the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Supplier as a result of or in connection with the Client’s breach of any of the Client’s obligations under the Contract.


10.     TERM AND TERMINATION

10.1    The term of this Contract is as set out in the Statement of Work unless the Contract is terminated earlier by the Supplier giving 30 days’ written notice (unless the Statement of Work sets out a different notice period) or by;

10.1.1    either party if the other party commits a material breach of the Contract and such breach is not remediable;

10.1.2    either party if the other commits a material breach of the Contract which is capable of being remedied and such breach is not remedied within 14 (fourteen) days of receiving written notice of such breach;

10.1.3    the Supplier if the Client has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 (thirty) days after the Supplier has given notification that the payment is overdue; or

10.1.5    the Supplier if any consent, licence or authorisation held by the Client is revoked or modified such that the Client is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.

10.2     Either party may terminate the Contract in the event that:

10.2.1    the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they  fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the  meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its  debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the  Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

10.2.2    the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

10.2.3    a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

10.2.4    the other party (being an individual) is the subject of a bankruptcy petition or order;

10.2.5    a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 (fourteen) days

10.2.6    an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

10.2.7    a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

10.2.8    a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

10.2.9    any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause

10.2.10    the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

10.2.11    the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation;

10.2.1 to clause 10.2.11 (inclusive);

10.3    In the event that the Services being provided are on a one-off basis and not a retainer basis, the Contract will come to an end once the Services have been provided by the Supplier and all invoices paid by the Client.

10.4    The rights and obligations of the parties which expressly or by implication are intended to continue after termination of the Contract shall survive and continue to bind the party’s, their successors and assigns.

10.5    Upon termination of the Contract, any Charges which have been agreed in the Statement of Work will become due and payable.
 
10.6     Without limiting its other rights or remedies, the Supplier shall have the right to suspend provision of the Services under the Contract or any other contract between the Client and the Supplier if the Client becomes subject to any of the events listed in clause 10.2 above, or the Supplier reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.

11.     CONSEQUENCES OF TERMINATION

11.1    On termination of the Contract for any reason:  

11.1.1    the Client shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Client immediately on receipt;

11.1.2    the accrued rights, remedies, obligations and liabilities of the parties as at expiry or 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

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

12.     ANTI-BRIBERY

12.1    For the purposes of this clause 12, the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Laws and legislation or guidance published under it.

12.2    Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:

12.2.1    all of that party’s personnel;
12.2.2    all others associated with that party; and
12.2.3    all of that party’s sub-contractors;

involved in performing the Contract so comply.

12.3    Neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.

12.4    The Client shall immediately notify the Supplier as soon as it becomes aware of a breach or possible breach by the Client of any of the requirements in this clause 12.

12.5    Any breach of this clause 12 by the Client shall be deemed a material breach of the Contract that is not remediable and shall entitle the Supplier to immediately terminate the Contract by notice.

13.    CHANGE REQUESTS

13.1    The Supplier shall perform additional services (being, for the avoidance of doubt, services other than those referred to in the Statement of Work as at the Commencement Date) at the written request of the Client.

13.2    The performance by the Supplier of all additional services requested by the Client is subject to the provision by the Client to the Supplier of, and agreement of the parties to, a Change Request. Once agreed in a Change Request, such additional services shall form part of the Services.

13.3    Where the Client sees a need to change the Statement of Work, whether in order to include an additional service, function or responsibility to be performed by the Supplier for the Client under the Contract, to amend the Services as set out in the Statement of Work or otherwise, the Client may at any time request such Change and a Change Request shall be submitted by the Client to the Supplier. Such Change shall be agreed by the parties only once the Change Request is signed by both parties.

13.4    Until such Change is made in accordance with clause 13.3, the Client and the Supplier shall, unless otherwise agreed in writing, continue to perform the Contract in compliance with its terms prior to such Change.

13.5    Any discussions which may take place between the Client and the Supplier in connection with a request before the authorisation of a resultant Change shall be without prejudice to the rights of either party.

14.    GENERAL

14.1    Force majeure

The Supplier shall not be liable under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from a Force Majeure Event. The Supplier shall promptly notify the Client when such event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure Event continues for a continuous period of more than 4 weeks, the Supplier may terminate the Contract by written notice to the Client.

14.2     Assignment and subcontracting

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

14.3     Notices

14.3.1    Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.

14.3.2    Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.

14.3.3    This clause 14.3 shall not apply to the service of any proceedings or other documents in any legal action.

14.3.4    For the purposes of this clause, "writing" shall not include emails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by email.

14.4        Waiver

14.4.1    No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

14.4.2    No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.


14.5     Severance

14.5.1    If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

14.5.2    If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

14.6     No partnership

The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

14.7     Third parties

A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

14.8     Variation

Except as set out in these Terms, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by the Supplier.
 

14.10     Dispute Resolution

14.10.1    Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 14.10.

14.10.2    The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

14.10.3    The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedure:

(a)    within 5 (five) Business Days of service of the notice, the contract managers of each of the parties shall meet to discuss the dispute and attempt to resolve it;

(b)    if the dispute has not been resolved within 5 (five) Business Days of the first meeting of the contract managers, then the matter shall be referred to the chief executives (or persons of equivalent seniority) of each of the parties. The chief executives (or equivalent) shall meet within 5 (five) Business Days to discuss the dispute and attempt to resolve it.

14.10.4    Until the parties have completed the steps referred to in clause 14.10.3, and have failed to resolve the dispute, neither party shall commence formal legal proceedings except that either party may at any time seek urgent interim relief from the courts.


14.11    Entire Agreement

14.11.1    The parties agree that the Contract and any documents entered into pursuant to it or referred to within it, constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

14.11.2    Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it or referred to within it, in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it or referred to within it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

14.11.3    Nothing in these Terms purports to limit or exclude any liability for fraud.


14.12    Conflicts within Contract

If there is a conflict between the terms contained in these Terms and the terms of the Statement of Work, the terms of the Statement of Work shall prevail to the extent of the conflict.

14.13    Governing law and jurisdiction

This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of England and Wales, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.