HFR Solutions CIC
Terms & Conditions for the Supply of Services

The Customer’s attention is particularly drawn to clause 8. 1. INTERPRETATION

  1. 1.1  Definitions. In these Conditions and the Contract Summary, the following definitions apply:Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
    Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5.Commencement Date: means the Commencement Date stated in the Contract Summary. Conditions: these terms and conditions as amended from time to time in accordance with clause 12.9.
    Confidential Information: means information of a confidential nature (including trade secrets and other information of commercial value) concerning the Supplier and/or the Services.
    Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
    Contract Summary: means the letter signed by the Supplier and the Customer to which these Conditions form the Appendix describing the Services and associated details, which forms part of the Contract.
    Courses: means any training courses, consultancy workshops or any other services undertaken by the Supplier for the Customer (whether using Supplier Materials or Customer Materials). Customer: the person or firm who purchases Services from the Supplier.
    Customer Equipment: means any equipment, tools, systems or facilities provided by the Customer and used directly or indirectly in the supply of the Services, (including Personal Protective Equipment used by Course delegates).
    Customer Materials: means any training materials, data, information documents and materials provided by the Customer in relation to the Services.
    Customer’s Group: means and includes each and any subsidiary or holding company of the Customer and each and any subsidiary of a holding company of the Customer.
    Deliverables: the deliverables set out in the Contract Summary to be delivered by the Supplier to the Customer.
    Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, 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.
    Services: the services, including the Deliverables, to be supplied by the Supplier to the Customer under the Contract as set out in the Contract Summary.
    Supplier: HFR Solutions CIC, registered in England and Wales with company number: 07906648, registered office: Fire Station, New Walkergate, Beverley, East Yorkshire HU17 9EQ.
    Supplier Course: any Course undertaken by the Supplier using Supplier Materials.
    Supplier Materials: has the meaning set out in clause 4.1(h).
  2. 1.2  Construction. In these Conditions, the following rules apply:
    1. (a)  a person includes a natural person, corporate or unincorporated body (whether or nothaving separate legal personality);
    2. (b)  a reference to a party includes its personal representatives, successors or permittedassigns;
    3. (c)  a reference to a statute or statutory provision is a reference to such statute or statutoryprovision 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;
    4. (d)  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
    5. (e)  a reference to writing or written includes e-mails.
  3. 1.3  If there is any ambiguity or inconsistency between the provisions of these Conditions and theprovisions of the Contract Summary or the contents of the Supplier’s quotation or proposal (if any) then the documents shall be construed in accordance with the following order of priority:
    1. (a)  the Contract Summary;
    2. (b)  these Conditions;
    3. (c)  the Supplier’s quotation or proposal.

2. BASIS OF CONTRACT

  1. 2.1  The Supplier shall provide the Services to the Customer subject always to the provisions of the Contract Summary and these Conditions to the exclusion of all other terms and conditions (including any terms and conditions which the Customer purports to apply under any written order, confirmation of order, specification or other document). Any changes or additions to the Services or these Conditions must be agreed in writing by a director of the Supplier.
  2. 2.2  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. 2.3  Any quotation given by the Supplier shall not constitute an offer, and are given on the basis that no Contract will come into existence until the parties sign a Contract Summary. Any quotation given by the Supplier is valid only for a period of 30 Business Days from its date of issue.

3. SUPPLY OF SERVICES

  1. 3.1  The Services shall be provided in all material respects in accordance with the Contract Summary and any quotation or proposal issued by the Supplier, subject to these Conditions.
  2. 3.2  The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
  3. 3.3  The Supplier shall use all reasonable endeavours to meet any performance dates agreed between the parties, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
  4. 3.4  The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
  5. 3.5  Each party shall, to the extent necessary in relation to its activities as contemplated by the Contract, at all times: (i) maintain all licenses and registrations under any applicable laws, including the General Data Protection Regulation (GDPR); and (ii) comply with all applicable laws, including the General Data Protection Regulation. Where personal data (as defined in the General Data Protection Regulation) is disclosed to the Supplier and processed by the Supplier as part of the performance of the Services, the Customer shall obtain all necessary consents and approvals to ensure that such processing is compliant with the General Data Protection Regulation, and shall upon request by the Supplier provide evidence of such consents and approvals.
  6. 3.6  The Customer shall give notice to the Supplier as soon as it is reasonably able upon becoming aware of a breach of any of the warranties set out in clauses 3.1 or 3.2. Subject to the Customer giving notice to the Supplier in accordance with the foregoing, the Supplier shall remedy any breach of the warranties set out in clauses 3.1 or 3.2 by re-performing the relevant Services free of charge. The Supplier shall have no liability or obligation under those warranties other than to remedy breaches of those in accordance with this clause 3.6.
  7. 3.7  The Supplier does not warrant that the use of any CD-ROMs or other electronic storage devices or other the Supplier Materials provided in electronic format will be uninterrupted or error free.

4. CUSTOMER’S OBLIGATIONS

4.1 The Customer shall:

  1. (a)  ensure that the terms of the Contract Summary and any information it provides in relation tothe Services is complete and accurate;
  2. (b)  co-operate with the Supplier in all matters relating to the Services;
  3. (c)  provide the Supplier, its employees, agents, consultants and subcontractors, with access tothe Customer’s premises, office accommodation and other facilities as reasonably requiredby the Supplier;
  4. (d)  provide the Supplier with such Customer Materials as the Supplier may reasonably requirein order to supply the Services, and ensure that all such information and materials is accurate in all material respects and reasonably suitable for its intended use or application;

(e) provide the Supplier with all Customer Equipment for use by Course delegates as may reasonably be necessary or which the Supplier may reasonably require in order to supply the Services, and ensure that all such Customer Equipment meets CE standards and otherwise complies with all applicable laws, standards or requirements and is in good working order, safe and suitable for its intended use or application;

(f) prepare the Customer’s premises for the supply of the Services;
(g) notify the Supplier of any relevant medical conditions or learning difficulties of any of its

delegates which it is aware of and which might reasonably be expected to require the Supplier to make appropriate adjustments or special arrangements in relation to any Courses or other Services provided;

(h) obtain and maintain all necessary licences, permissions and consents and comply with all relevant legislation in relation to the Services, including the Customer’s premises and facilities, the use of the Customer’s Equipment, and the use of the Supplier’s Equipment (insofar as such licences, consents and legislation relate to the Customer’s business, premises, staff and equipment), in all cases before the date on which the Services are to start;

(i) provide to the Supplier upon request copies of all licences, permissions and consents of the kind referred to in clause 4.1(h), including PUWER assessments and manual handling and other risk assessments for all Customer Equipment and the Customer’s premises and facilities; and

(j) keep and maintain all materials, equipment, documents and other property of the Supplier, including any training materials, data or further information provided by the Supplier to the Customer as part of the Services and all improvements, reissues and/or revisions thereof (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation.

4.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) the Supplier shall without limiting its other rights or remedies have the right to suspend

performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;

(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations; and

(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

5. CHARGES AND PAYMENT

5.1 Subject to any special terms agreed, the Customer shall pay Charges, and any additional amounts which are due or agreed between the Supplier and the Customer for the provision of the Services, strictly in accordance with these Conditions.

5.2 All amounts quoted for the provision of the Services are exclusive of any Value Added Tax, for which the Customer shall be additionally liable at the applicable rate from time to time.

5.3 The Customer shall pay the Charges to the Supplier in the amounts and on or before the dates or relevant milestones specified in the Contract Summary or otherwise agreed between the parties in writing (the Costs Profile). Unless any Costs Profile provides to the contrary, the Customer shall pay the relevant Charges calculated on a time and materials basis, as follows:

  1. (a)  Charges shall be calculated in accordance with the Supplier’s standard hourly or daily fee rates, and enhanced hourly or daily fee rates, set out in the Contract Summary (or if no rates are agreed, at the Supplier’s usual rates for the relevant Services from time to time in force); and
  2. (b)  the Supplier’s standard daily fee rates for each individual person are calculated on the basis of an eight-hour day during Business Days; and
  3. (c)  the Supplier shall be entitled to charge its enhanced fee rate(s) for each part day or for any time worked outside the hours referred to in clause 5.3(b);
  4. (d)  all Charges and amounts due may be invoiced at any time after signing of the Contract Summary, provision of the Services (or any part of the Services), delivery of the Supplier Materials or the event to which they relate or, in the case of Cancellation Charges, at any time following cancellation. The Supplier’s Charges shall unless otherwise agreed in writing be paid by the Customer within 30 days from the date of the Supplier’s invoice.

5.4 Where the Supplier incurs expenses of the following types in connection with the provision of the Services, they shall be chargeable in addition to the usual Charges specified in the Contract Summary. Unless the Costs Profile provides otherwise, such expenses shall be charged at the following rates:

  1. (a)  Travel and accommodation costs – return car travel at 45p per mile; rail travel, business class air travel, road bridge tolls, car parking, accommodation and meals recharged at cost.
  2. (b)  Other expenses – costs of translating the Supplier Materials, freight of transporting suchmaterials; venue and/or equipment hire (including electronic display equipment/projectors);and any other expenses reasonably incurred in connection with the provision of the Services.

5.5 Payment of all Charges and other amounts due to the Supplier shall be made in Sterling (or such

other currency agreed by the Supplier and the Customer in writing).
5.6 The Supplier reserves the right to increase its standard daily or hourly fee rates, provided that

such charges cannot be increased more than once in any 12 month period. The Supplier will give the Customer written notice of any such increase 2 months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify the Supplier in writing within 10 Business Days of the date of the Supplier’s notice and the Supplier shall have the right without limiting its other rights or remedies to terminate the Contract by giving 10 Business Days’ written notice to the Customer.

5.7 In the event that the Customer cancels any Course booked with the Supplier the following Cancellation Charges shall be payable:

  1. (a)  where notice of cancellation is given less than 28 but more than 15 days before thescheduled date for the provision of the Course, no charge shall apply;
  2. (b)  where such notice is given between 15 and 7 days before the scheduled dated for the provision of the Course (not counting that scheduled date), a sum equal to 70% of theCharges applicable for that Course;
  3. (c)  where such notice is given less than 7 days before the scheduled date for the provision ofthe Course (not counting that scheduled date), a sum equal to 90% of the Charges applicablefor that Course.

Any waiver of or reductions to any Cancellation Charges payable under the Contract in

accordance with the foregoing shall be at the Supplier’s sole discretion based upon the

circumstances in which the cancellation is made.
5.8 If payment of any Charges or other amounts due to the Supplier is not made by the due date, then

the Supplier shall be entitled, without limiting any other rights it may have, to:

  1. (a)  suspend the provision of the Services (or any of them), including suspending any Course;and/or
  2. (b)  terminate the Contract by notice to the Customer pursuant to clause 9.2, PROVIDEDALWAYS that the Customer has failed to make payment within a further period of 30 daysafter being notified by the Supplier in writing of such late payment, as provided in clause 9.2.

5.9 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (Due Date), the Supplier shall have the right to charge interest on the overdue amount (both before and after any judgment) at the rate of 4% above the base rate from time to time of The Co-operative Bank Plc from the Due Date, and compounding quarterly, until the outstanding amount is paid in full. The Supplier reserves the right to claim interest under the Late Payment of Commercial Debts

(Interest) Act 1998.
5.10 The Customer shall pay all amounts due under the Contract in full without any deduction or

withholding except as required by law and the Customer 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 Customer against any amount payable by the Supplier to the Customer.

6. INTELLECTUAL PROPERTY RIGHTS & CONFIDENTIAL INFORMATION

GS137662 v1.2 Condensed

  1. 6.1  The copyright, trade marks and all other Intellectual Property Rights in all Supplier Materials and, subject to clause 6.2 below, all other Intellectual Property Rights (whether existing prior to the date of the Contract or which arise during the life of the Contract) in or relating to the Services shall belong to and shall at all times remain the absolute property of the Supplier, subject only to the non-exclusive, non-transferable right of the Customer to use the Supplier Materials for its own internal management purposes or (in the case of any Supplier Course provided) for the purposes of the internal training of those delegates attending the Supplier Course (the Permitted Purpose) during or after the life of the Contract. For the avoidance of doubt the Customer shall use the Supplier Materials for no purpose other than the Permitted Purpose and in particular, but without prejudice to the generality of the foregoing, shall not:
    1. (a)  make any other commercial use thereof or use the same for the benefit of itself or any other company in the Customer’s Group or for any third party;
    2. (b)  directly or indirectly use or disclose any of the Supplier Materials in whole or in part save for the Permitted Purpose and in accordance with these Conditions; or
    3. (c)  copy or reproduce any Supplier Materials (or any part of them) in any form (which shall include not making any Supplier Materials available on a computer network or otherwise electronically disseminating them) without the Supplier’s prior written consent.
  2. 6.2  Without prejudice to clause 6.1, the ownership of the physical property of the Supplier Materials shall pass to the Customer on delivery. The property in any CD-ROM or other electronic storage devices provided as part of the Supplier Materials shall remain in the Supplier. All CD-ROMs and other electronic storage devices shall, unless returned earlier, be returned to the Supplier promptly upon completion of the Services in connection with which they have been provided.
  3. 6.3  The Customer agrees and undertakes with the Supplier that during the life of the Contract and at all times thereafter it will keep confidential and will not use for its own purposes nor without the prior written consent of the Supplier disclose to any third party any Confidential Information unless it can be demonstrated by the Customer that the information concerned is public knowledge or was already known to the Customer at the time of disclosure by the Supplier (except under conditions of confidentiality) or subsequently becomes public knowledge other than by breach of the Contract or subsequently comes lawfully into the possession of the Customer from a third party (except under conditions of confidentiality).
  4. 6.4  Subject to the limitations and exclusions contained in these Conditions, the Supplier warrants that the Supplier Materials and their normal possession or use by the Customer for the Permitted Purpose in accordance with these Conditions will not infringe the copyright or other Intellectual Property Rights of any third party (an Intellectual Property Infringement), and the Supplier shall indemnify the Customer against any damages (including costs) that may be awarded or agreed to be paid to any third party in respect of any Intellectual Property Infringement provided always that the Customer:
    1. (a)  gives notice to the Supplier of any Intellectual Property Infringement forthwith upon becoming aware of the same;
    2. (b)  gives the Supplier the sole conduct of the defence to any claim or action in respect of any Intellectual Property Infringement and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the said claim or action except upon the express instructions of the Supplier; and
    3. (c)  acts in accordance with the reasonable instructions of the Supplier and gives to the Supplier such assistance as it shall reasonably require in respect of the conduct of the said defence including, without prejudice to the generality of the foregoing, the filing of all pleadings and other court process and the provision of all relevant documents.
  5. 6.5  Notwithstanding clause 6.4 above, the Supplier shall have no obligation to indemnify the Customer in respect of an Intellectual Property Infringement to the extent that the Intellectual Property Infringement arises from the inclusion in the Services or Supplier Materials of any Customer Materials.
  6. 6.6  If any Intellectual Property Infringement arises, the Supplier may, at its option, procure for the Customer the right to continue to receive the Services or use the Supplier Materials (as the case may be), modify the Services or modify or replace the Supplier Materials so that they are non- infringing; or cancel the relevant Contract and refund the sums paid by the Customer in respect of the same.
  7. 6.7  Clauses 6.4 to 6.6 (inclusive) above state the entire liability of the Supplier to the Customer in respect of any Intellectual Property Infringement.
  8. 6.8  The Customer shall indemnify and keep the Supplier fully and effectively indemnified against all costs (including legal costs), damages, claims, demands, expenses and liabilities of whatever nature:
    1. (a)  incurred or sustained by the Supplier as a result of any breach by the Customer of itsobligations under clauses 3.5 or 6.1 above;
    2. (b)  arising out of or in connection with any claim that the use by the Supplier in connection withthe provision of the Services of any Customer Materials infringes the Intellectual Property Rights or other rights of any third party, or is accurate or not reasonably suitable for its use or application.

7. NON-SOLICITATION

  1. 7.1  During the life of the Contract and for a period of 12 months after termination of the Contract neither party (the Instigating Party) shall either on its own account or in conjunction with or on behalf of any other person, firm or company directly or indirectly solicit or entice away from the other party (the Aggrieved Party) or (subject to clause 7.2) employ any employee of, worker of or consultant to the Aggrieved Party (with whom the Instigating Party has had dealings during the life of the Contract) whether or not such person would commit a breach of his contract of employment or contract for services with the Aggrieved Party by reason of leaving the service of the Aggrieved Party.
  2. 7.2  It is acknowledged and agreed that the restrictions in clause 7.1 upon either party employing any employee of, worker of or consultant to the Aggrieved Party shall only apply where the person concerned is deployed by the Instigating Party (or it is intended that such person will be so deployed) in the same or a similar role to that which such person was deployed by the Aggrieved Party during the life of the Contract.
  3. 7.3  The Customer acknowledges and agrees that the restrictions set out in clause 7.1 are not unreasonable in the circumstances.

8. LIMITATION OF LIABILITY THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

  1. 8.1  Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
    1. (a)  death or personal injury caused by its negligence, or the negligence of its employees, agentsor subcontractors;
    2. (b)  fraud or fraudulent misrepresentation; or
    3. (c)  breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (titleand quiet possession).
  2. 8.2  Subject to clause 8.1:
    1. (a)  the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract (including without limitation any breach of these Conditions by the Supplier), tort (including negligence), breach of statutory duty, misrepresentation or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
    2. (b)  the Supplier’s total liability to the Customer in respect of all other losses arising in contract (including without limitation any breach of these Conditions by the Supplier), tort (including negligence), breach of statutory duty, misrepresentation or otherwise arising out of or in connection with the performance or contemplated performance by the Supplier of the Contract shall be limited to the following amounts:
      1. (i)  in respect of damage to tangible property resulting from the negligence of the Supplier or its employees, the sum of £1,000,000 per claim; and
      2. (ii)  in all other cases, the total Charges and other sums paid or payable by the Customer to the Supplier under the Contract.
  3. 8.3  Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
  4. 8.4  This clause 8 shall survive termination of the Contract.

9. TERMINATION

  1. 9.1  The Contract shall come into force on the Commencement Date and shall (subject to earlier termination in accordance with these Conditions) continue in force until completion of all Services and performance of the parties’ respective obligations (including payment of all Charges and other sums due by the Customer) when it shall terminate automatically.
  2. 9.2  Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer:

(a) fails to pay any Charges or other amounts due to the Supplier by the relevant due date and

fails to make payment within a further period of 30 days after being notified by the Supplier in writing of such late payment;

(b) directly or indirectly uses any the Supplier Materials for any purpose other than the Permitted Purpose (except as expressly provided in these Conditions, the Contract Summary or otherwise agreed in writing between the parties) or without prejudice to the foregoing if the Customer or any other company in the Customer’s Group makes any unauthorised commercial or non-commercial use of the Supplier Materials; or

(c) commits any other material breach of any of the terms of the Contract or these Conditions and (if such a breach is remediable) fails to remedy that breach within 30 days of being notified by the Supplier in writing of the breach requiring its remedy.

9.3 Without limiting its other rights or remedies, each party shall have the right to terminate the Contract by giving the other party 3 months’ written notice.

9.4 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 Customer and the Supplier if the Customer fails to pay any amount due under this Contract on the due date for payment.

10. CONSEQUENCES OF TERMINATION

On termination of the Contract for any reason:

  1. (a)  the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaidinvoices 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 Customer immediately on receipt;
  2. (b)  the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for, and all CD-ROMs and other electronic storage devices (if any) previously supplied to it. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
  3. (c)  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
  4. (d)  clauses which expressly or by implication have effect after termination shall continue in full force and effect.

11. VOCATIONAL QUALIFICATIONS, ASSESSMENTS & ACCREDITED TRAINING
11.1 All Qualification Credit Framework (QCFs) and accreditations and assessments undertaken by the Supplier as part of the Services are provided to the Customer in accordance with (and subject to) all relevant rules, regulations and criteria specified by the appropriate third party Institute, Authority, Association or other relevant awarding body or organisation concerned. Such accreditations and assessments may also be subject to additional terms and conditions notified to

the Customer by the Supplier from time to time.
11.2 It is the sole responsibility of the Customer (not the Supplier) to ensure that each of its delegates

satisfactorily completes any relevant Course.

12. GENERAL
12.1 Force majeure:

(a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

(b) The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

(c) If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 6 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

12.2 Assignment and subcontracting:
(a) The Supplier may at any time assign, transfer, charge, subcontract or deal in any other

manner with all or any of its rights under the Contract and may subcontract or delegate in

any manner any or all of its obligations under the Contract to any third party or agent.
(b) The Customer 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. 12.3 Notices:

(a) Any notice 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.

(b) 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 pre-paid 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.

(c) This clause 12.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e- mail.

12.4 Entire Agreement: These Conditions (including those terms, if any, set out in the Contract Summary and any quotation issued by the Supplier) are the only terms and conditions on which the Supplier is prepared to deal with the Customer and constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties.

12.5 Waiver:
(a) A waiver of any right under the Contract is only effective if it is in writing and shall not be

deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

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

12.6 Severance:
(a) 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.

(b) 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.

12.7 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

12.8 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.

12.9 Variation: Except as set out in these Conditions, 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.

12.10 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.