TVD – Terms & Conditions of Supply

Table of Contents

1. Interpretation

The definitions and rules of interpretation in this clause apply in these Conditions.

1.1
Definitions:

Acceptance
the acceptance or deemed acceptance of the Site by the Customer pursuant to clause 4.

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

Charges
the charges in respect of the Services set out in the Order and subsequently varied in accordance with these Conditions from time to time. 

Conditions
these terms and conditions as amended from time to time in accordance with these Conditions.

Confidential Information
all information, whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or during discussions between the parties), where the information is:
(a) identified as confidential at the time of disclosure; or
(b) ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.

Contract
the contract between the Supplier and the Customer for the supply of the Site and Services in accordance with these Conditions. 

Customer
the company, firm or person who purchases Services from the Supplier.

Customer Data
the data inputted by the Customer, or the Supplier on the Customer’s behalf, for the purposes of using the Site and Services or facilitating the Customer’s use of the Services.

Data Processing Agreement
the data processing agreement between the Supplier and the Customer entered into on or around the date of the Contract.

Effective Date
the date specified in the Order on which the Contract is to commence.

Initial Subscription Term
has the meaning given in clause 13.1.

Intellectual Property Rights
patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Materials
the content provided to the Supplier by the Customer from time to time for incorporation in the Site, including the Customer Data.

Normal Business Hours
9.00am to 5.00 pm local UK time, each Monday to Friday other than English public holidays.
Personal Data has the meaning given in Article 4(1) of the General Data Protection Regulation ((EU) 2016/679) (GDPR). 

Renewal Period
has the meaning given in clause 13.1.

Services
the design, development, hosting and support services as set out in the Order and subsequently varied or agreed between the parties in writing from time to time to be provided by the Supplier to the Customer.

Site
the website specified in the Order to be hosted by the Supplier pursuant to the Contract.

Supplier
Tree View Designs Limited incorporated and registered in England and Wales with company number 06975947.

Templates
website templates including, but not limited to, example content, designs, layouts, stickers, stamps, overlays, elements and other materials.

Virus
any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Visitor
a visitor to the Site.

Vulnerability
a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

1.2
Clause headings do not affect the interpretation of these Conditions.

1.3
References to clauses are (unless otherwise provided) references to the clauses of these Conditions.

1.4
Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

1.5
A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Contract.

1.6
A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of the Contract under that statute or statutory provision.

1.7
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.8
References to content include any kind of text, information, image, or audio or video material which can be incorporated in a website for access by a Visitor to that website.

1.9
Writing or written includes email but not fax.

2. Services and support

2.1  
The Supplier shall: 

2.1.1 – design, develop and deliver the Site;
2.1.2  – 
provide the Services and host the Site; 
2.1.3 – provide the Customer with the Supplier’s standard support service or premium support service (as agreed and set out in the Order) during Normal Business Hours in accordance with this clause 2.

2.2
Support comprises new upgrades for the software used in the Site (but not major upgrades or new releases) and technical assistance for the Site and Services during Normal Business Hours which is provided by user guides, email, telephone and online chat. The Supplier’s help desk will categorise the support needed and use its reasonable endeavours to take action accordingly as follows:

2.2.1 – Category 1: Urgent.  A fix or work around required as soon as reasonably possible
2.2.2  Category 2: Medium.  A fix or work around required within 2 hours
2.2.3  Category 3: Low.  A fix or work around required within 2 working days

2.3
The Customer shall pay the Supplier’s reasonable costs to the extent support is required where:

2.3.1 – the fault is attributable to something other than the Site and Services (e.g. third party software or telecommunications or hardware failures);
2.3.2  the Customer has failed to implement a recommendation previously made by the Supplier;
2.3.3  the Customer has operated the Site incorrectly;
2.3.4  a modification has been made to the Site without the Supplier’s written consent; or
2.3.5 – the Customer is in breach of the Contract.

2.4 
Support shall not be provided unless the Customer has Supplier-approved anti-virus software installed, maintained, upgraded and operating on a continuous basis.

2.5
The Supplier reserves the right to amend the provisions of clauses 2.2 to 2.4 at its sole discretion from time to time and to downgrade the Customer from the Supplier’s premium support service in the event the Customer makes unreasonable or excess support requests.

3. Customer’s obligations

3.1
The Customer acknowledges that the Supplier’s ability to provide the Services is dependent upon the full and timely co-operation of the Customer (which the Customer agrees to provide), as well as the accuracy and completeness of any information and data the Customer provides to the Supplier. 

3.2
The Customer shall:

3.2.1 – provide the Supplier with:
(a) all necessary co-operation in relation to the Contract; and 
(b) access to, and use of, all information, data and documentation reasonably required by the Supplier,

in order for the Supplier to provide the Services and perform its obligations under the Contract, including but not limited to Materials, security access information and configuration services.  

3.2.2 –  comply with all applicable laws and regulations with respect to its activities under the Contract and the content of the Site;  
3.2.3 – ensure that its network and systems comply with the relevant specifications provided from time to time; and
3.2.4 – be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s servers and data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet. 

3.3 – The Customer shall be responsible for the accuracy and completeness of the Materials on the Site.

 

4. Development and acceptance of Site

4.1
Subject to clause 9.5 and unless otherwise set out in the Order, the Supplier will use reasonable endeavours to produce a first draft of the Site for the Customer’s approval within 20 Business Days of the Supplier’s receipt of all Charges due from the Customer. 

4.2
Acceptance of the Site shall be deemed to have taken place upon the occurrence of any of the following events:

4.2.1 –  the Customer providing the Supplier with confirmation that it is happy for the Site to go live and be accessible by Visitors; 
4.2.2 – the Customer uses any part of the Site for any revenue-earning purposes or to provide any services to third parties other than for test purposes; or
4.2.3 – the Customer unreasonably delays or withholds its confirmation that it is happy for the Site to go live for a period of seven Business Days from the date on which the Supplier notifies the Customer that the Site is ready for Customer approval before going live. 

5. Charges and payment

5.1
The Supplier shall issue an invoice prior to the commencement of the Initial Subscription Term and each Renewed Term in respect of the Charges, and the Customer shall pay to the Supplier the Charges set out in the Supplier’s invoice within 7 days of the date of the Supplier’s invoice.

5.2
All Charges are exclusive of VAT.

5.3
If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then, without limiting the Supplier’s remedies under clause 13:

5.3.1 – the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s bank rate from time to time but at 4% a year for any period when that bank rate is below 0%; and
5.3.2  the Supplier may suspend all Services and access to the Site by Visitors until payment has been made in full. 

5.4
The Supplier may increase the Charges on an annual basis with effect from each anniversary of the Contract in line with the percentage increase in the Retail Price Index in the preceding 12-month period, and the first such increase shall take effect on the first anniversary of the date of the Contract and shall be based on the latest available figure for the percentage increase in the Retail Price Index. 

5.5
The Supplier may increase the Charges above the percentage increase in the Retail Price Index by giving the Customer at least 45 days’ notice in writing. If the Customer does not agree to any such increase, it may terminate the Contract in accordance with clause 13.1. 

6. Customer Data

6.1
The Customer shall own all right, title and interest in and to all of the Customer Data that is not Personal Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

6.2
The Supplier shall back-up the Customer Data on a daily basis. 

6.3
In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.

6.4
The Customer acknowledges and agrees that the Supplier may copy or replicate Customer Data in order to facilitate or perform the Services and agrees to allow any Site modifications or additions requested by the Supplier to enable such copying or replication to take place. However, and for the avoidance of doubt, the Supplier shall not be obliged to back-up the Customer Data merely by reason of any such copying or replication. 

6.5
The Customer consents to the access and use of the Customer Data by the Supplier and its disclosure to (in whatever form) and use by third parties to the extent reasonably necessary to facilitate or perform the Services.  

7. Third party providers

7.1
The Customer acknowledges that the Site and the Services may involve, enable or assist it to access the website content of, correspond with, purchase products and services from, or enter into contractual and other arrangements with third parties. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such access, correspondence, transactions, contracts or arrangements except as expressly agreed to in writing. Any such contract, transaction or arrangement is entered into between the Customer and the relevant third party, and not the Supplier. 

7.2
The Customer agrees to comply with the terms of any such contract, transaction or arrangement with any third party and, in particular, notify the Supplier of any existing website hosting agreements it has in place with third parties (and be solely responsible for terminating such website hosting agreements) and indemnifies the Supplier against any cost, loss, damage, liability or expense arising from its breach of this clause 7.2. 

7.3
The Supplier shall have no liability to the Customer for any loss, damage, cost or liability the Customer may incur in relation to any such third party contract, transaction or arrangement as a result of either party terminating the Contract, however occurring and for whatever reason, or amending or deleting Services from the scope of the Contract. 

8. Warranties

8.1
Each of the parties warrants to the other that it has full power and authority to enter into and perform the Contract. 

8.2
Subject to clause 8.6, the Supplier shall perform the Services with reasonable care and skill.

8.3
The Supplier warrants that the Site will perform substantially in accordance with the description provided to the Customer for a period of 90 days from Acceptance. If the Site does not so perform, the Supplier shall, for no additional charge and subject to the Customer notifying it of the non-conformance in writing, carry out any work necessary in order to ensure that the Site substantially complies with the description provided to the Customer or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for the Supplier’s breach of clause 8.2.

8.4
The warranty set out in clause 8.3 shall not apply to the extent that any failure of the Site to perform substantially in accordance with the description provided to the Customer is caused by:

8.4.1 – use of the Site or the Services contrary to the Supplier’s instructions; or
8.4.2 – any modification or alteration of the Site or the Services by any party other than the Supplier or the Supplier’s duly authorised contractors or agents; or
8.4.3 – any Materials, Customer equipment or any third party software.

8.5
The Contract sets out the full extent of the Supplier’s obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into the Contract or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.

8.6
The Supplier:

8.6.1 – does not warrant that:
(a) the Customer’s use of the Services or the Site will be uninterrupted or error-free; or compatible with any third party software or equipment; or that the Site, Services, and/or the information obtained by the Customer through its use of the Site and the Services will meet the Customer’s requirements; 
(b) the Services or the Site will be free from Vulnerabilities; or 
(c) the Site will comply with the Web Content Accessibility Guidelines (WCAG 2.1) unless such compliance is included within the Services. If such compliance is included within the Services, the Supplier shall not be liable to the extent any non-compliance is caused by any modification or alteration to the Site or the Materials by the Customer or any other party other than the Supplier on behalf of the Customer. 

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

9. Limitation of liability

9.1
This clause 9 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer: 

9.1.1
arising under or in connection with the Contract;

9.1.2
in respect of any use made by the Customer of the Site and the Services or any part of them; and

9.1.3
in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract. 

9.2
The Customer acknowledges that it is the Customer’s responsibility to ensure the facilities and functions of the Site and the Services meet the Customer’s requirements. 

9.3
Nothing in these Conditions shall operate to exclude or limit the Supplier’s liability for:

9.3.1 – death or personal injury caused by its negligence; or
9.3.2 – any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
9.3.3 – fraud; or
9.3.4 – any other liability which cannot be excluded or limited under applicable law.

9.4
Subject to clause 9.3:

9.4.1 – the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any damage to software, damage to or loss or corruption of data or information, loss of profit, anticipated profits, revenues anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage however arising under the Contract; and
9.4.2 – the Supplier’s total aggregate liability arising out of or in connection with the Contract or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the total of the Charges payable by the Customer to the Supplier during the 12 months immediately preceding the date on which the claim arose. 

9.5
The Supplier shall use reasonable endeavours to meet any delivery deadlines or performance dates agreed in relation to the Site and the Services but any such dates shall be estimates only and, except for payment of the Charges, time shall not be of the essence in the Contract. In particular, the time taken to transfer website domain names is out of the Supplier’s control and can take up to 7 days and the Supplier shall not in any circumstances be liable for any loss or damage arising from delays in delivery or performance beyond such estimated dates. 

10. Intellectual property rights

10.1
The Customer retains all Intellectual Property Rights in the Materials and grants the Supplier a licence to use such Intellectual Property Rights to the extent required by the Supplier to perform its obligations under the Contract.

10.2
All Intellectual Property Rights in the Site (including in the Templates but excluding the Materials) and the Services arising in connection with the Contract shall be the property of the Supplier, and the Supplier hereby grants the Customer a non-exclusive licence of such Intellectual Property Rights for the purpose of operating the Site.

10.3
The Customer shall indemnify the Supplier against all damages, losses and expenses arising as a result of any action or claim that the Materials infringe the Intellectual Property Rights of a third party.

10.4
The Supplier shall indemnify the Customer against all damages, losses and expenses arising as a result of any action or claim that the Site infringes any Intellectual Property Rights of a third party in the UK, other than infringements referred to in clause 10.3.

10.5
The indemnities in clause 10.3, clause 10.4 and clause 11.4 are subject to the following conditions:

10.5.1 – the indemnified party promptly notifies the indemnifier in writing of the claim;
10.5.2 – the indemnified party makes no admissions or settlements without the indemnifier’s prior written consent;
10.5.3 – the indemnified party gives the indemnifier all information and assistance that the indemnifier may reasonably require; and
10.5.4 – the indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim.

10.6
In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Site and Services, replace or modify the Site and Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Contract on two Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

10.7
The indemnities in clause 10.3, clause 10.4 and clause 11.4 may not be invoked to the extent that the action or claim arises out of the indemnifier’s compliance with any designs, specifications or instructions of the indemnified party.

11. Site content

11.1
If set out in the Order as included as part of the Services, the Supplier shall update the Site with Materials provided from time to time by the Customer during the Contract. The Customer shall ensure that the Materials do not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (Inappropriate Content).

11.2
The Supplier shall grant the Customer access to the Site’s content management system administered by the Supplier in order to update information held on the Site.

11.3
The Customer acknowledges that the Supplier has no control over any content placed on the Site by Visitors and does not purport to monitor the content of the Site. The Supplier reserves the right to remove content from the Site where it reasonably suspects such content is Inappropriate Content or infringes the Intellectual Property Rights of a third party. The Supplier shall notify the Customer promptly if it becomes aware of any allegation that any content on the Site may be Inappropriate Content.

11.4
The Customer shall indemnify the Supplier against all damages, losses and expenses arising as a result of any action or claim that the Materials or any other material posted to, or linked to, the Site constitutes Inappropriate Content.

11.5
The Supplier may include the statement “Designed by Tree View Designs” on the home page of the Site in a form to be agreed.

12. Data protection

The Data Processing Agreement sets out the terms and conditions on which the Supplier will process Personal Data when providing the Services and each party agrees to comply with its obligations under the Data Processing Agreement. 

13. Term and termination

13.1
The Contract shall commence on the Effective Date and shall, unless otherwise terminated as provided in this clause 13, continue until the first anniversary of the Effective Date (Initial Subscription Term). The Contract shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case the Contract shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period.

13.2
Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving notice in writing to the Customer if:

13.2.1 – the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment; or
13.2.2 – the Customer or any of its employees, contractors or agents use threatening behaviour or abusive language to the Supplier or any of its employees, contractors or agents. 

13.3
Without affecting any other right or remedy available to it, either party may terminate the Contract without liability to the other with immediate effect by giving written notice to the other party if:

13.3.1 – the other party commits a material breach of any of the terms of the Contract and (if such breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing of the breach;
13.3.2 – an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or
13.3.3 – an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
13.3.4 – a receiver is appointed over any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or
13.3.5 – the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
13.3.6 – the other party ceases, or threatens to cease, to trade; or
13.3.7 – the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of a debt.

13.4
On expiry or termination of the Contract otherwise than on termination by the Supplier under clause 13.2 or 13.3, the Supplier shall:

13.4.1 – provide such assistance as is reasonably requested by the Customer in transferring the hosting of the Site to the Customer or another service provider, subject to the payment of the Supplier’s expenses reasonably incurred; 
13.4.2 – refund to the Customer any amounts paid in advance at the date of termination of the Contract, less a reasonable sum in respect of the Customer’s use of the Site and the Services provided to the date of termination.

13.5
On expiry or termination of the Contract for any reason:

13.5.1 – all licences granted under the Contract shall immediately terminate;
13.5.2 – all provisions of these Conditions shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.

14. Force majeure

The Supplier shall have no liability to the Customer under the Contract if it is prevented from or delayed in performing its obligations under the Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, pandemic, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

15. Confidentiality

15.1
Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 15.2.

15.2
Each party may disclose the other party’s confidential information:

15.2.1–  to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 15; and
15.2.2 –  as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

15.3
No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

16. Conflict

If there is any inconsistency between any of the provisions in the main body of this Agreement and the Order, the provisions in the Order shall prevail. 

17. Notices

17.1
Any notice required to be given under the Contract shall be in writing and shall be sent by pre-paid first-class post or recorded delivery post or by e-mail, to the other party at its registered office address or, in the case of email, to the addresses set out at clause 17.3, or to such other address or e-mail as is otherwise specified by one party by notice in writing to the other. 

17.2
Any notice shall be deemed to have been duly received:

17.2.1 – if sent by pre-paid first class or recorded delivery post, on the second Business Day after posting; or
17.2.2 – if sent by e-mail, upon receipt of a delivery receipt e-mail from the correct e-mail address.

17.3
The e-mail addresses for notices are as follows:

17.3.1 – Supplier: support@treeviewdesigns.co.uk
17.3.2 – Customer: the last known e-mail address of the Supplier’s principal contact at the Customer. 

17.4
If deemed receipt would occur on a day which is not a Business Day, deemed receipt is deemed to take place at 10am on the next Business Day. 

17.5
The provisions of this clause 17 shall not apply to the service of any proceedings or other documents in any legal action. 

 

18. Assignment

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

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

19. Entire agreement

19.1
The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

19.2
Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

20. No partnership or agency

20.1
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

20.2
Each party confirms it is acting on its own behalf and not for the benefit of any other person. 

21. Third party rights

The Contract does not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

22. Variation

No variation of these Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

23. Waiver

23.1
A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

23.2
A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

24. Severance

24.1
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.

24.2
If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

25. Governing law and jurisdiction

25.1
The 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 law of England and Wales.

25.2
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).

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