TERMS & CONDITIONS

General Terms and Conditions for the Provision & Use of Service(s)

Preamble

These Terms and Conditions are to be read in connection with the Order Form.


1.             DEFINITIONS

1.1           In these conditions (unless the context otherwise requires):

“Acts” means the Telecommunications Act 1984 and the Communications Act 2003 and any amendments, modifications, re-enactments or replacements of the Acts that may be made from time to time;

“Company” means Sirius Telecom Limited, by whom this Contract is made.

“Connection Date” or “Live Date” means the date when the Company has agreed to deliver the Telecommunications Service to the End User.

“Contract” or “Order Form” means the Contract between you (End User) and us (Company) for the provision and use of the Services and includes these terms and conditions

“Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures” are to be given the same meanings within the Data Protection Legislation.

“Contract Period” means the duration of the Contract between the individual or company with whom this Contract is made and the Company supplying the Services

“Data Protection Legislation” the UK Data Protection Legislation and any other European legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of the Personal Data (including, without limitation, the privacy of electronic communications)“Direct Debit Mandate” means a direct debit set up by the End User with the Company on commencement of the Contract. “End User” means the person or company specified on the Sirius Telecom Contract or Order Form with whom this agreement is made and includes, where relevant, the End User’s permitted agents, assignees and employees.

“GDPR” General Data Protection Regulation ((EU)2016/679))“Goods” means any products or goods that are supplied in connection with the Contract and are ancillary to the Telecommunication Services

“Service(s)” means the services provided by us pursuant to the Contract as set out in the Order form

“Reoccurring Charges” means any line and data circuit rentals and service fees charged monthly as part of the contracted service(s).

“UK Data Protection Legislation” means all applicable date protection and privacy legislation in force from time to time in the UK including the GDPR and the Data Protection Act 2018

“Usage Charges” means any chargeable fees, such as Call Charges, payable as part of the contracted service(s).

“You” & “Your” means the individual or company with whom this Contract is made.

1.2           The headings in these conditions are intended for reference only and shall notaffect their construction.


2.             GENERAL


2.1           These conditions shall apply to the Contract to the exclusion of any other terms and conditions contained or referred to in any other communication you send to us and the provisions of these conditions shall prevail unless expressly varied inaccordance with clause 18.

2.2           Anywaiver of our rights under these conditions apply only to the circumstances forwhich it is given. Our failure or delay in exercising any right or solutionunder these conditions shall not constitute a waiver of that right or solution,nor preclude or restrict its further exercise.

2.3           Anynotice, invoice or other communication given by either party under thisContract shall be in writing and shall be deemed to have been duly given, whenaddressed to the relevant party if delivered by pre-paid recorded delivery mailor email to the party's address as shown on the Order Form or in either case atsuch other address as has been notified by one party to the other.

2.4           ThisContract is governed by and interpreted in accordance with English law, and theparties hereby succumb to the jurisdiction of the English courts.

2.5           Anydirector, representative, employee or agent of a limited company signing onbehalf of the End User will be deemed an authorised signatory and guaranteesthe End User's acceptance of its obligations under this Contract.


3.             SERVICES


3.1           Weundertake, in accordance with these conditions, to provide our Services to youusing all reasonable endeavours and skill. All Services and Contracts aresupplied subject to and compliant with all relevant Ofcom rulings.

3.2           Alltimes, dates and periods communicated in respect of the Service(s) are providedin good faith and are best endeavour estimates only and we shall not be heldliable for any failure to meet such estimates.

3.3           Ifrequired, you will provide your consent to us obtaining information from yourcurrent Company for any incompatible service which may affect our provision.


4.             GOODS

4.1           AnyGoods that are supplied throughout the life of the Contract are to remain theproperty of the Company unless the Contract states otherwise.

4.2           AnyGoods that are supplied to the End User during the duration of the Contract areat the risk of the End User.

4.3           AllGoods, at termination of the Contract, are to be returned to the Company insuch a reasonable state as the Company may expect from the length of theContract.

4.4           TheCompany gives no guarantee on goods supplied by us. However, notwithstandingthe foregoing, we hereby give you a guarantee equivalent to such unexpiredportion of the guarantee or warranty (if any) received by us from the supplierof such goods.

4.5           Youshall properly use, care for and maintain the goods. The Company will notaccept liability for any damage or changes to goods caused by the Customer ortheir agent

4.6           TheCompany will make available upon request, information on the design,construction and installation of products, as issued by the manufacturers, toensure that as far as is reasonably practicable, they are safe and without riskto health when properly used.

4.7           Itis the responsibility of the Purchasers to take such steps as are necessary toensure that appropriate information relevant to the products is made availableto the user. Our liability under these Conditions shall be in lieu of anywarranty or condition implied by law as to the quality, fitness for anyparticular purpose or merchantable quality of the goods. No statement made oragreed and no liability undertaken orally shall be binding upon us unlessconfirmed by us in writing.

4.8           Titleto any goods supplied by us shall not pass to the Customer until the Companyhave received in cash or cleared funds, payment in full of the price of thegoods and all other goods agreed to be sold by us to you for which payment isthen due.

4.9 Save as provided in these Conditions, we, the Companyshall not be under liability, whether in contract or arising out of statute orin part or otherwise for any loss, damage, injury or death arising directly orindirectly from goods/services supplied by us.

4.10 The Company does not accept any liability forphysical or electrical damage due to power surges or spikes. The Customer willbe liable for any costs to repair/replace such equipment. The Customer shouldbe adequately covered by insurance for such an event.

4.11 The Company does not accept responsibility forcustomer loss of data. It is the responsibility of each customer to ensureadequate back-up procedures are in place and data is backed up prior to anyservices or goods supplied by the company.


5.             DELIVERY& INSTALLATION

5.1           Deliveryand installation dates whether written or oral are given in good faith by us toindicate estimated times but shall not amount to a contractual obligation todeliver at the time stated. We will accept no liability for direct orconsequential loss or damage arising from delay and delivery. Delivery datesshall be reasonably extended if delays are caused by industrial disputes or byany cause beyond reasonable control.

5.2           Allgoods are carefully packed and consigned in good or higher, condition. They aresigned for as such by the carriers who are then responsible. In the event ofany goods being damaged in transit, it is essential that the customer sign forthem as “Damaged” or “Unexamined”. It is also essential that customers notifyboth us and the carriers of all claims for damage or loss within 24 hours fromreceipt of goods or any suspicion or indication that the goods may have beenlost in transit. Failure to do so within such 24 hours will result in the claimnot being recognised.


6. RETURNS

6.1           Goodsmay not be returned without our agreement and are not sold on a trial basis.Goods returned must be consigned carriage paid and accompanied by a goodsreturn ID (RMA) number, issued in advance by the Company. At the Company’sdiscretion, goods that are accepted for return may be subject to a 15%re-stocking fee prior to issuing a credit or refund.


7.             ENDUSER OBLIGATIONS

7.1           TheEnd User shall:

7.1.1        Ensurethat the terms of the Order Form and any writing communication in relation tothe Services are complete and accurate. The End User shall be deemed to haveaccepted the Order Form and all terms contained therein. It is theresponsibility of the End User alone to familiarise themselves with thecontents;

7.1.2        Co-operatewith the Company in all matter relating to the Services;

7.1.3        Providethe Company, its employees, agents, consultants, subcontractors with anyfacilities, products, access, information or any such matters that arereasonably requested in order to supply the Services;

7.1.4        Complywith all applicable laws, including health and safety laws;

7.1.5        Ensurethat any Goods are looked after to a reasonable standard as the Company mayexpect.

7.1.6        Complywith any additional obligations that are set out by the Company; and

7.1.7        Notutilise the Services for any illegal or immoral purposes.

7.2           Ifthe Company’s performance of any of its obligations under the Contract isprevented or delayed by any act or omission by the end User or by failure ofthe End User to perform any relevant obligations (End User Default):

7.2.1        Withoutlimiting or affecting any other right or remedy available to it, the Companyshall have the right to suspend performance of the Services until the End userremedies the End user Default, and to rely on the Customer Default to relieveit from the performance of any of its obligations in each case to the extentthat the End User Default prevents or delays the Company’s performance of anyof its obligations;

7.2.2        TheCompany shall not be liable for any costs or losses sustained or incurred bythe End user arising directly or indirectly from the Company’s failure or delayof any of its obligations; and

7.2.3        TheEnd User shall reimburse the Company on written demand for any costs or lossessustained or incurred by the Company arising directly or indirectly from theEnd User Default.

7.3           TheEnd user shall ensure that at all times they have the appropriate technologicalcapabilities in order to use any Services or Goods.


8.             CHARGESAND PAYMENTS


8.1           AllIT quotations are given at current prices but are subject to alteration withoutnotice in accordance with prices ruling at the time of delivery, E&EO.Quotations remain valid for 30 days in respect of telecommunication services, 7days in respect of IT equipment and services, except where pricing if offeredunder a manufacturers special offer, in which case a lesser term may apply upto a maximum of 7 days, unless otherwise stated.

8.2 Orders can only be accepted which complyprecisely with the terms of quotation, in particular the Company shall not beliable to supply at the quoted price should quantities ordered vary from thosenoted in the accepted quotation.

8.3 The End User will be invoiced monthly by the Companyif a credit account has been agreed and agrees to pay charges within 14 days ofinvoice receipt, by Direct Debit. Service rental charges and any ancillaryservices for which you have contracted with us will be payable monthly inadvance.

8.4           Forthe supply of goods/equipment terms are strictly payment with order, nogoods/equipment will be despatched until the Company has received clearedfunds, unless credit facilities have been arranged, in which case payment mustbe made within 14 days of invoice.

8.5           Usagecharges will be detailed in the Company's price list and will cover all callsmade from the End User’s equipment, chargeable monthly in arrears.

8.6           Usagecharges payable shall be calculated solely by reference to data recorded orlogged by or on behalf of the Company and not by reference to any data recordedor logged by the End User and irrespective of any fraud, will be final andbinding.

8.7           TheCompany shall have the right to alter Usage charges, by giving the End User notless than 28 days' notice, in writing or by publishing details at www.teamsirius.co.uk

8.8           TheCompany will undertake, in accordance with these conditions, to invoice for allcontracted Services in a timely and efficient manner utilising all reasonableendeavours and skill. However, we reserve the right to invoice, in full, any contractedServices which have been excluded from your invoices inadvertently for the fullcontractual period.

8.9           Ifmaintenance or repair work is requested and found to be unnecessary or thefault turns out to be with your equipment or equipment of a third party, youmay, at the Company’s sole discretion, be charged for the work conducted. Wewill endeavour to advise as quickly as possible if the work is considerednecessary prior to its completion.

8.10         Withoutprejudice to any other rights the Company, reserves the right to charge dailyinterest on overdue invoices under the Late Payment of Commercial Debts(Interest) Act 1998 at a rate of 5% above the prevailing Base Rate of NationalWestminster Bank PLC. Interest shall continue to accrue notwithstandingtermination of this Contract.

8.11         Ifit is necessary for us to send correspondence to you in order to obtain yourpayment for overdue accounts, we reserve the right to charge a fee of £20 perletter sent to you.

8.12         Cancellationor stopping of a cheque payment after deposit shall incur a fee of #25.00 perincident (exc VAT)

8.13         Allsums referred to in this Contract are exclusive of Value Added Tax and anytaxes of a similar nature which may from time to time be introduced. You shallnot be entitled to exercise any set-off, lien or any other similar right orclaim.

8.14         We reserve the right to terminate your use of Services without notice uponrejection of any Direct Debit mandate or payment, when we, in good faith, believe you are liable for the charges. Such rights are in addition to and notin lieu of any other legal rights available to us.


9.             OPENINGA CREDIT ACCOUNT

9.1 Customer wishing to open a credit account forgoods/equipment ordered are requested to complete a credit application,requiring 2 trade and 1 bank reference. Credit accounts will not be activateduntil the Company has confirmed approval in writing to you. Services will notbe supplied prior to notification of approval.

9.2 Notwithstanding, the foregoing risk in thegoods shall pass, on delivery, to the Customer and until such time that thetitle of goods has passed to the Customer, the Customer shall insure such goodsto its replacement value (Naming the Company as the loss payee, noting thecompany’s interest on the relevant insurance policy) and the Customer shallforthwith upon request, provide the Company with a certificate or otherevidence of such insurance.


10. CONTRACT DURATION

10.1         ThisContract shall come into force and with effect from the date of writtenacceptance by us of your order or from the date, the service goes 'live'whichever is later and shall continue for a period of twelve months (MinimumContract Period) unless otherwise specified on the Contract.

10.2         30day’s written notice must be provided to us for the cancellation of service(s)following the Contract Period unless a subsequent Contract is signed andaccepted by us, at which time the new contractual terms will come into forceand supersede any previously issued.

11.           EARLYCONTRACT TERMINATION

11.1         This Contract may be terminated by the Company, either orally or in writing, ifthere is a persistent or material breach of the End Users obligations underthis Contract. The Company, will at its sole discretion, afford the Customer 7days to rectify any breach of the Customer.

11.2         In the event of End User cancellation during the Contract Period, the Company willcharge the End User an Early Termination Charge (ETC) for any outstandingcontract period. The ETC’S will be calculated using an average value based onthe End Users last 6 month’s invoice values or, if less than 6 months servicehas been utilised, an average invoice value based on the months which precededthe live date will be calculated. The average value will be charged for everymonth remaining on the Contract Period which is not fulfilled.

11.3         Subjectto clause 8.4, If the End User wishes to cancel this Contract in whole or inpart prior to the Connection Date, the Company will agree to accept suchcancellation upon written notice on the basis that the End User shall reimbursethe Company any outstanding charges, including, where relevant, installationcharges and order cancellation fees communicated in our pricing documents.

11.4         Inthe event that the Customer believes that the Company has breached the Contractthen they shall immediately and in any event within 48 hours, notify the Companyin writing, the nature of the alleged breach. The Company will then be affordeda minimum of 14 days to provide the Customer with a response (the Response). Inthe event that the Company finds that there is a breach of the Contract, thenthe End User agrees that a further 14 days will be given to the Company inorder to rectify the breach. In the event that Company reasonably concludesthat there has been no breach then this shall give rise to no right oftermination.

11.5         Notwithstandinganything to the contrary expressed or implied in this Contract, either party(without prejudice to its own rights) may immediately terminate this Contractin the event that a liquidator, administrator, receiver or trustee inbankruptcy is appointed in respect of the whole or part of the assets of theEnd User, or if the End User enters into an arrangement with  its creditors, or other circumstances arise whichentitle a court or creditor to appoint a receiver or administrator.

11.6         Ifthe Customer fails to make any payment to the Company when due, compounds withits creditors, executes an assignment for the benefit of its creditors, has abankruptcy order against it or being a company enters into voluntary orcompulsory liquidation or has an administrator or administrative receiver orreceiver appointed over all or part of its assets or takes or suffers anysimilar action in consequence of debt or becomes insolvent or if the Companyhas reasonable cause to believe that any of these events is likely to occur theCompany shall have the right without prejudice to any other remedies:a) Enter yourpremises at any time without notice to recover any goods supplied by us orother products of which the goods have become part in the event of your failureto pay for the goods or services supplied. The Company shall have absoluteauthority to sell or otherwise deal with or dispose of all or any part of thegoods in which title remains vested with the Company.b) Require theCustomer not to resell or part with possession of any goods owned by theCompany.c) Should goods orservices provided become the constituents of other products we shall have legalownership of such other products as if they were simply and solely the goodsand services being supplied by us.


12.           SUSPENSIONOF SERVICES

12.1         Wemay at our sole discretion elect to immediately suspend the provision ofServices to you until further notice if:

12.1.1      Youare in breach of any term of Contract

12.1.2      Youhave failed to pay, when due, any amounts due to us under the Contract.

12.1.3      We are obliged to comply with an order, instruction or request of the UKGovernment, an emergency services organisation or other competent authority.

12.2         Wherewe suspend the Services as a consequence of your breach, you shall reimburseall reasonable costs and expenses we incur in imposing the suspension and forany reconnecting costs thereafter.

12.3         Ifwe exercise our rights to suspend the Services this does not restrict our rightto terminate the Contract.


13.           ACCESS TO PREMISES AND PROVISION OF INFORMATION

The EndUser will notify the Company immediately of any illegal, fraudulent orunauthorised use of the Services. On receipt of such a notice, the Companyshall use reasonable efforts to suspend or prevent further such use by theUnauthorised Third Party, such use being subject to clause 4.3 and 9.5. The EndUser shall permit or procure permission for the Company and any other person(s)authorised by the Company to have reasonable access to its premises and itstelephone system and other equipment and shall provide such reasonableassistance as the Company requests.


14.           LIABILITYAND LIMITATION

14.1         Nothingin these conditions excludes or restricts our liability for:a) death or personalinjury resulting from our negligence.b) fraud orfraudulent misrepresentation.c) any other matterfor which liability cannot be excluded or restricted under law.

14.2         The Company's liability in contract, tort (including negligence or breach ofstatutory duty) misrepresentation or otherwise arising out of or in connectionwith the performance of its obligations under this Contract shall be limited toone (1) months billing for the Services by us to you based on the averagebilling for the Services over the previous three (3) months or, if the servicescommenced within three (3) months since the commencement date of the Services.

14.3         Itis the End User’s sole responsibility to ensure that at the commencement of theContract, they are not in a contractual relationship with any other tele Companyor any such other provider of services that is similar to the Services. The Companywill accept no responsibility for any third-party action or charges that may beraised against the End User.

14.4         Theterms implied by sections 13 to 15 of the Sale of Goods Act 1978 and sections3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullestextent permitted by law, excluded from the Contract.

14.5         Subjectto clause 11.1, the Company shall not be liable for any damage, loss or delaysuffered in completion of the Services as a result of a fault with theCustomer’s own internal systems.

14.6         The Company nor the End User shall be liable to the other for any loss ordamage which may be suffered by the other due to any cause beyond itsreasonable control including, without limitation, the failure of any thirdparty public telecommunications operator or network carrier to provide networkcapacity (or any element thereof) to the Company on which it was reliant forthe purposes of this Contract (whether in breach of contract or otherwise), anyAct of God, extreme weather, failure or shortage of power, flood, drought,lightning or fire, strike, lock-out, trade dispute or labour disturbance, anyact or omission of Government, highways authorities, or other competentauthorities.

14.7         The Company shall not, in any event, be liable to the End User for anyindirect, consequential or incidental loss or damages or for any loss ofrevenue, profit, business, anticipated or otherwise. The End User shallindemnify and keep the Company indemnified against any claims and expensesarising out of the abovementioned.

14.8         The End User is solely responsible for the security of their Telecommunicationsequipment and will remain liable for all call traffic originating from theirequipment. The Company will not be liable for any call traffic made from theEnd User’s equipment, authorized or not, which is due to an End User equipmentsecurity breach or failure.


15.           REPRESENTATIONS

No statement, information, condition or recommendation communicated verbally or inwriting by any of our Agents or Employees shall be interpreted to vary oroverride any of these conditions.


16.           DATA PROTECTION

16.1         Bothparties will comply with all applicable requirements of the Data ProtectionLegislation. This clause 12 is in addition to, and does not relieve, remove orreplace, a party's obligations under the Data Protection Legislation.

16.2         Theparties acknowledge that for the purposes of the Data Protection Legislation,the Customer is the data controller and the Supplier is the data processor.

16.3         Withoutprejudice to the generality of this clause, the Customer will ensure that ithas all necessary appropriate consents and notices in place to enable lawfultransfer of the Personal Data (as defined in the Data Protection Legislation)to the Supplier for the duration and purposes of the Contract. In the eventthat the Customer does not comply with the Data Protection Legislation it willindemnify the Supplier for any breaches that result in the Supplier or any ofits third-party contractors suffering damages, fines or other penalties.

16.4         Withoutprejudice to the generality of this clause, the Supplier shall, in relation toany Personal Data processed in connection with the performance by the Supplierof its obligations under the Contract:

16.4.1      processthat Personal Data only on the written instructions of the Customer unless theSupplier is required by the laws of any member of the European Union or by thelaws of the European Union applicable to the Supplier to process Personal Data(Applicable Data Processing Laws). Where the Supplier is relying on laws of amember of the European Union or European Union law as the basis for processingPersonal Data, the Supplier shall promptly notify the Customer of this beforeperforming the processing required by the Applicable Data Processing Lawsunless those Applicable Data Processing Laws prohibit the Supplier from sonotifying the Customer;

16.4.2      ensurethat it has in place appropriate technical and organisational measures,reviewed and approved by the Customer, to protect against unauthorised orunlawful processing of Personal Data and against accidental loss or destructionof, or damage to, Personal Data, appropriate to the harm that might result fromthe unauthorised or unlawful processing or accidental loss, destruction ordamage and the nature of the data to be protected, having regard to the stateof technological development and the cost of implementing any measures (thosemeasures may include, where appropriate, pseudonymising and encrypting PersonalData, ensuring confidentiality, integrity, availability and resilience of itssystems and services, ensuring that availability of and access to Personal Datacan be restored in a timely manner after an incident, and regularly assessingand evaluating the effectiveness of the technical and organisational measuresadopted by it);

16.4.3      ensurethat all personnel who have access to and/or process Personal Data are obligedto keep the Personal Data confidential; and

16.4.4      nottransfer any Personal Data outside of the European Economic Area unless theprior written consent of the Customer has been obtained and the followingconditions are fulfilled:

16.4.4.1   theCustomer or the Supplier has provided appropriate safeguards in relation to thetransfer;

16.4.4.2   theData Subject (as defined in the Data Protection Legislation) has enforceablerights and effective legal remedies;

16.4.4.3   theSupplier complies with its obligations under the Data Protection Legislation byproviding an adequate level of protection to any Personal Data that istransferred; and

16.4.4.4   theSupplier complies with reasonable instructions notified to it in advance by theCustomer with respect to the processing of the Personal Data;

16.4.5      assistthe Customer, at the Customer's cost, in responding to any request from a DataSubject and in ensuring compliance with its obligations under the DataProtection Legislation with respect to security, breach notifications, impactassessments and consultations with supervisory authorities or regulators;

16.4.6      notifythe Customer without undue delay on becoming aware of a Personal Data breach;

16.4.7      atthe written direction of the Customer, delete or return Personal Data andcopies thereof to the Customer on termination of the agreement unless requiredby Applicable Data Processing Law to store the Personal Data; and

16.4.8      maintaincomplete and accurate records and information to demonstrate its compliancewith this clause

16.5         Eitherparty may, at any time on not less than 30 days' notice, revise this clause byreplacing it with any applicable controller to processor standard clauses orsimilar terms forming part of an applicable certification scheme (which shallapply when replaced by attachment to the Contract).

16.6         Suchuse of any Personal Data by the Supplier is seen as a legitimate expectation,by the Customer, as part of the contractual relationship. 


17.           CONSEQUENCEOF TERMINATION

17.1         Ontermination of the Contract:

17.1.1      theEnd User shall immediately pay to the Company all of their outstanding unpaidinvoices and interest and, in respect of any Services supplied but for which noinvoice has been submitted, the Company shall submit an invoice to the End Userwhich shall be payable immediately on the date of the invoice.

17.1.2      AnyGoods that are in the End User’s possession shall be returned immediately tothe Company in the condition required by this Contract.  

17.2         Terminationof the Contract shall not affect any rights, remedies, obligations or liabilitiesof the parties that have accrued up to the date of termination, including theright to claim damages in respect of any breach of the Contract which existedat or before the date of termination.

17.3         Anyprovisions of the Contract that expressly or by implication is intended to comeinto or continue in force on or after the termination of the Contract shall remainin full force and effect.


18.           DISPUTE RESOLUTION

Any dispute that may arise in connection with thisContract shall be dealt with in accordance with the Telecoms Provider’s“Complaint Code of Practice” which can be found at www.teamsirius.co.uk


19.           FORCE MAJEURE

Neither party shall be in breach of the Contractor any ongoing contractual relationship for delay in performing, or failure toperform, any of its obligations under the Contract, if such delay or failureresult from event, circumstances or causes beyond its reasonable control.


20.           ASSIGNMENTAND OTHER DEALINGS

20.1         theCompany may at any time assign, mortgage, charge, subcontract, delegate, declarea trust over or deal in any other manner with any or all of its rights andobligations under the Contract.

20.2         TheEnd User shall not assign, transfer, mortgage, charge, subcontract, delegate,declare a trust over or deal in any other manner with any of its rights andobligations under the Contract.


21.           VARIATION

Any Variation to the Contract can only be agreedin Writing and can only be agreed by a director or the Operation Manager of theTelecoms Provider.


22.           ENTIREAGREEMENT

22.1         ThisContract constitutes the entire agreement between the parties and supersedesand extinguishes all previous agreement, promises, assurance, warrantiesrepresentation, and understandings between them, whether written or oral,relating to the subject matter.

22.2         Eachparty acknowledges that in entering into the Contract it does not rely on, andshall have no remedies in respect of any statement, representation, assuranceor warranty (whether made innocently or negligently) that is not set out in theContract. Each party agrees that it shall have no claim for innocent ornegligent misrepresentation or negligent misstatement based on any statement inthe Contract.

22.3         Nothingin this clause shall limit or exclude any liability for fraud.

22.4         Aperson who is not a party to this agreement shall have no rights under theContracts (Rights of Third Parties) Act 1999 to enforce any term of thisagreement.


23.           WAIVER

A waiver of any right or remedy under the Contractor by law is only effective if given in writing and shall not be deemed awaiver of any subsequent right or remedy. A failure or de3ly by a party toexercise any right or remedy provided under the Contract or by law shall notconstitute a waiver of that or any other right or remedy, nor shall it preventor restrict any further exercise of that or any other right or remedy. Nosingle or partial exercise of any right or remedy provided under the Contractor by law shall prevent or restrict the further exercise of that or any otherright or remedy.


24.           NO AGENT

Nothing in this Contract or any further contractual relationship arising out of this agreement shall be read to as construe thateither party shall be an agent of the other.


25.           SEVERANCE

If any provision or part-provisions of the contractis or becomes invalid, illegal or unenforceable, it shall be deem modified tothe minimum extent necessary to make it valid, legal and enforceable. If suchmodification is not possible, the relevant provision or part-provision shall bedeemed deleted. Any modification to or deletion of a provision orpart-provision under this clause shall not affect the validity andenforceability of the rest of the Contract.


26.           NOTICES

26.1         Anynotice given to party under or in connection with the Contract shall be inwriting and shall be delivered by hand or by pre-paid first-class post or othernext working day delivery service at its registered office (if a company) orits registered place of business (in any other case); or sent by email to an addressshown on the Order Form.

26.2         Anynotice shall be deemed to have been received:

26.2.1      Ifdelivered by hand, on signature of a delivery receipt or at the time the noticeis left at the proper address;

26.2.2      Ifsent by pre-paid first-class post or other next working day delivery service,at 9.00 am on the second Business Day after posting or at the time recorded bythe delivery service; and

26.2.3      Ifsent by email, at the time of transmission, or, if this time falls outside ofbusiness hours (being 9.00am – 5.00pm) in the place of receipt, when businesshours resume.

26.3         Thisclause does not apply to the service of any proceedings or other documents inany legal action, where application, any other method of dispute resolution.

27.           Thirdparty rights

27.1         Unlessit expressly states otherwise, the Contract does not give rise to any rightsunder the Contracts (Rights of Third Parties) Act 1999 to enforce any term ofthe Contract.

27.2         Therights of the parties to rescind or vary the Contract are not subject to theconsent of any other person.

28.           Governinglaw and jurisdiction

28.1         ThisContract and any dispute or claim (including non-contractual disputes orclaims) arising out of or in connection with it or its subject matter orformation shall be governed by, and construed in accordance with the law ofEngland and Wales.

28.2         Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.