Terms and 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.
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“Connection Date” or “Live Date” means the date when the Company has agreed to deliver the Telecommunications Service to the End User.
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“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 not affect 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 in accordance with clause 18.

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

2.3 Any notice, invoice or other communication given by either party under this Contract shall be in writing and shall be deemed to have been duly given, when addressed to the relevant party if delivered by pre-paid recorded delivery mail or email to the party’s address as shown on the Order Form or in either case at such other address as has been notified by one party to the other.

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

2.5 Any director, representative, employee or agent of a limited company signing on behalf of the End User will be deemed an authorised signatory and guarantees the End User’s acceptance of its obligations under this Contract.

3. SERVICES

3.1 We undertake, in accordance with these conditions, to provide our Services to you using all reasonable endeavours and skill. All Services and Contracts are supplied subject to and compliant with all relevant Ofcom rulings.

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

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

4. GOODS

4.1 Any Goods that are supplied throughout the life of the Contract are to remain the property of the Company unless the Contract states otherwise.

4.2 Any Goods that are supplied to the End User during the duration of the Contract are at the risk of the End User.

4.3 All Goods, at termination of the Contract, are to be returned to the Company in such a reasonable state as the Company may expect from the length of the Contract.

4.4 The Company gives no guarantee on goods supplied by us. However, not withstanding the foregoing, we hereby give you a guarantee equivalent to such unexpired portion of the guarantee or warranty (if any) received by us from the supplier of such goods.

4.5 You shall properly use, care for and maintain the goods. The Company will not accept liability for any damage or changes to goods caused by the Customer or their agent

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

4.7 It is the responsibility of the Purchasers to take such steps as are necessary to ensure that appropriate information relevant to the products is made available to the user. Our liability under these Conditions shall be in lieu of any warranty or condition implied by law as to the quality, fitness for any particular purpose or merchantable quality of the goods. No statement made or agreed and no liability undertaken orally shall be binding upon us unless confirmed by us in writing.

4.8 Title to any goods supplied by us shall not pass to the Customer until the Company have received in cash or cleared funds, payment in full of the price of the goods and all other goods agreed to be sold by us to you for which payment is then due.

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

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

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

5. DELIVERY & INSTALLATION

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

5.2 All goods are carefully packed and consigned in good or higher, condition. They are signed for as such by the carriers who are then responsible. In the event of any goods being damaged in transit, it is essential that the customer sign for them as “Damaged” or “Unexamined”. It is also essential that customers notify both us and the carriers of all claims for damage or loss within 24 hours from receipt of goods or any suspicion or indication that the goods may have been lost in transit. Failure to do so within such 24 hours will result in the claim not 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 goods return ID (RMA) number, issued in advance by the Company. At the Company’s discretion, 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 The End User shall:

7.1.1 Ensure that the terms of the Order Form and any writing communication in relation to the Services are complete and accurate. The End User shall be deemed to have accepted the Order Form and all terms contained therein. It is the responsibility of the End User alone to familiarise themselves with the contents;

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

7.1.3 Provide the Company, its employees, agents, consultants, subcontractors with any facilities, products, access, information or any such matters that are reasonably requested in order to supply the Services;

7.1.4 Comply with all applicable laws, including health and safety laws;

7.1.5 Ensure that any Goods are looked after to a reasonable standard as the Company may expect.

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

7.1.7 Not utilise the Services for any illegal or immoral purposes.

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

7.2.1 Without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the End user remedies the End user Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent that the End User Default prevents or delays the Company’s performance of any of its obligations;

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

7.2.3 The End User shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the End User Default.

7.3 The End user shall ensure that at all times they have the appropriate technological capabilities in order to use any Services or Goods.

8. CHARGES AND PAYMENTS

8.1 All IT quotations are given at current prices but are subject to alteration without notice 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 offered under a manufacturers special offer, in which case a lesser term may apply up to a maximum of 7 days, unless otherwise stated.

8.2 Orders can only be accepted which comply precisely with the terms of quotation, in particular the Company shall not be liable to supply at the quoted price should quantities ordered vary from those noted in the accepted quotation.

8.3 The End User will be invoiced monthly by the Company if a credit account has been agreed and agrees to pay charges within 14 days of invoice receipt, by Direct Debit. Service rental charges and any ancillary services for which you have contracted with us will be payable monthly in advance.

8.3.1 End users who elect not to pay by Direct Debit, will be charged a non-DD fee of £2.50per month ex VAT on top of their standard service rental.

8.4 For the supply of goods/equipment terms are strictly payment with order, no goods/equipment will be despatched until the Company has received cleared funds, unless credit facilities have been arranged, in which case payment must be made within 14 days of invoice.

8.5 Usage charges will be detailed in the Company’s price list and will cover all calls made from the End User’s equipment, chargeable monthly in arrears.

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

8.7 The Company shall have the right to alter Usage charges, by giving the End User not less than 28 days’ notice, in writing or by publishing details at www.teamsirius.co.uk

8.8 The Company will undertake, in accordance with these conditions, to invoice for all contracted Services in a timely and efficient manner utilising all reasonable endeavours and skill. However, we reserve the right to invoice, in full, any contracted Services which have been excluded from your invoices inadvertently for the full contractual period.

8.9 If maintenance or repair work is requested and found to be unnecessary or the fault turns out to be with your equipment or equipment of a third party, you may, at the Company’s sole discretion, be charged for the work conducted. We will endeavour to advise as quickly as possible if the work is considered necessary prior to its completion.

8.10 Without prejudice to any other rights the Company, reserves the right to charge daily interest on overdue invoices under the Late Payment of Commercial Debts(Interest) Act 1998 at a rate of 5% above the prevailing Base Rate of National Westminster Bank PLC. Interest shall continue to accrue notwithstanding termination of this Contract.

8.11 If it is necessary for us to send correspondence to you in order to obtain your payment for overdue accounts, we reserve the right to charge a fee of £10 per letter, or £1 per email correspondence.

8.12 Cancellation or stopping of a cheque payment after deposit shall incur a fee of #25.00 per incident (excluding VAT)

8.13 All sums referred to in this Contract are exclusive of Value Added Tax and any taxes of a similar nature which may from time to time be introduced. You shall not be entitled to exercise any set-off, lien or any other similar right or claim.

8.14 We reserve the right to terminate your use of Services without notice upon rejection 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 not in lieu of any other legal rights available to us.

9. OPENING A CREDIT ACCOUNT

9.1 Customer wishing to open a credit account for goods/equipment ordered are requested to complete a credit application, requiring 2 trade and 1 bank reference. Credit accounts will not be activated until 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 the goods shall pass, on delivery, to the Customer and until such time that the title of goods has passed to the Customer, the Customer shall insure such goods to its replacement value (Naming the Company as the loss payee, noting the company’s interest on the relevant insurance policy) and the Customer shall forthwith upon request, provide the Company with a certificate or other evidence of such insurance.

10. CONTRACT DURATION

10.1 This Contract shall come into force and with effect from the date of written acceptance 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 (Minimum Contract 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 and accepted by us, at which time the new contractual terms will come into force and supersede any previously issued.

11. EARLYCONTRACT TERMINATION

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

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

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

11.4 Inthe event that the Customer believes that the Company has breached the Contract then they shall immediately and in any event within 48 hours, notify the Company in 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 in order to rectify the breach. In the event that Company reasonably concludesthat there has been no breach then this shall give rise to no right of termination.

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

11.6 If the Customer fails to make any payment to the Company when due, compounds with its creditors, executes an assignment for the benefit of its creditors, has abankruptcy order against it or being a company enters into voluntary or compulsory liquidation or has an administrator or administrative receiver or receiver appointed over all or part of its assets or takes or suffers any similar 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 the Company shall have the right without prejudice to any other remedies:a) Enter your premises at any time without notice to recover any goods supplied by us or other products of which the goods have become part in the event of your failure to pay for the goods or services supplied. The Company shall have absolute authority to sell or otherwise deal with or dispose of all or any part of the goods 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. SUSPENSION OF SERVICES

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

12.1.1 You are in breach of any term of Contract

12.1.2 You have 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 UK Government, an emergency services organisation or other competent authority.

12.2 Where we suspend the Services as a consequence of your breach, you shall reimburse all reasonable costs and expenses we incur in imposing the suspension and for any reconnecting costs thereafter.

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

13. ACCESS TO PREMISES AND PROVISION OF INFORMATION

The End User will notify the Company immediately of any illegal, fraudulent or unauthorised use of the Services. On receipt of such a notice, the Company shall use reasonable efforts to suspend or prevent further such use by the Unauthorised Third Party, such use being subject to clause 4.3 and 9.5. The End User 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 its telephone system and other equipment and shall provide such reasonable assistance as the Company requests.

14. LIABILITY AND LIMITATION

14.1 Nothing in these conditions excludes or restricts our liability for:
a) death or personal injury resulting from our negligence.
b) fraud or fraudulent misrepresentation.
c) any other matter for which liability cannot be excluded or restricted under law.

14.2 The Company’s liability in contract, tort (including negligence or breach of statutory duty) misrepresentation or otherwise arising out of or in connection with the performance of its obligations under this Contract shall be limited to one (1) months billing for the Services by us to you based on the average billing for the Services over the previous three (3) months or, if the services commenced within three (3) months since the commencement date of the Services.

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

14.4 The terms 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 fullest extent permitted by law, excluded from the Contract.

14.5 Subject to clause 11.1, the Company shall not be liable for any damage, loss or delay suffered in completion of the Services as a result of a fault with the Customer’s own internal systems.

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

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 shall indemnify 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 Telecommunications equipment and will remain liable for all call traffic originating from their equipment. The Company will not be liable for any call traffic made from the End User’s equipment, authorized or not, which is due to an End User equipment security 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 or override any of these conditions.

16. DATA PROTECTION

16.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 12 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

16.2 The parties 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 Without prejudice to the generality of this clause, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation)to the Supplier for the duration and purposes of the Contract. In the event that the Customer does not comply with the Data Protection Legislation it will indemnify the Supplier for any breaches that result in the Supplier or any ofits third-party contractors suffering damages, fines or other penalties.

16.4 Without prejudice to the generality of this clause, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplierof its obligations under the Contract:

16.4.1 process that Personal Data only on the written instructions of the Customer unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier to process Personal Data(Applicable Data Processing Laws). Where the Supplier is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Data Processing Laws unless those Applicable Data Processing Laws prohibit the Supplier from so notifying the Customer;

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

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

16.4.4 not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

16.4.4.1 the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;

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

16.4.4.3 the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

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

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

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

16.4.7 at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Data Processing Law to store the Personal Data; and

16.4.8 maintain complete and accurate records and information to demonstrate its compliance with this clause

16.5 Either party may, at any time on not less than 30 days’ notice, revise this clause by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

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

17. CONSEQUENCE OF TERMINATION

17.1 On termination of the Contract:

17.1.1 the End User shall immediately pay to the Company all of their outstanding unpaid invoices and interest and, in respect of any Services supplied but for which no invoice has been submitted, the Company shall submit an invoice to the End User which shall be payable immediately on the date of the invoice.

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

17.2 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

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

18. DISPUTE RESOLUTION

Any dispute that may arise in connection with this Contract 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 to perform, any of its obligations under the Contract, if such delay or failure result from event, circumstances or causes beyond its reasonable control.

20. ASSIGNMENTAND OTHER DEALINGS

20.1 the Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

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

21. VARIATION

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

22. ENTIRE AGREEMENT

22.1 This Contract 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. Third party 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. Governing law 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.