These Standard Terms of Business are deemed to form part of the Contract to which they are expressly incorporated.
Please find our additional Terms & Conditions and policy documents.
THE CLIENT’S ATTENTION IS DRAWN TO TERM 8 WHICH LIMITS THE COMPANY’S LIABILITY
• 1. In these Standard Terms of Business the following Terms shall have the following meanings (unless the context otherwise requires):
• 1.1.1 “Business Days”: a day (other than a Saturday, Sunday or Pubic Holiday) when banks in London are open for business.
• 1.1.2 “The Contract”: the Contract between the Company and the Client for the supply of the Services in accordance with these Terms.
• 1.1.3 “The Company” means CocoonFMS ™ (Company Number 12818706) whose registered office and place of business is at Moat House,Lichfield,Staffordshire,WS13 6PY.
• 1.1.4 “The Client”: the person or firm who purchased the services from the Company.
• 1.1.5 “Deliverables” means any work or product created by or on behalf of the Company for the Client in connection with and for the purpose of the provision of the Services. Such Deliverables includes (but is not limited to) marketing, social media, creative design, new media, corporate identity work, public relations work, consultancy, advertising material and associated work and website design and development and as set out in the Order.
• 1.1.6 “Data Controller”, “Personal Data”, “Data Subjects” and “Processing”: have the same meanings as set out in the Data Protection Act;
• 1.1.7 “Data Protection Act”: the Data Protection Act 2018;
• 1.1.8 “Deposit”: 50% of the costs set out in the Contract.
• 1.1.9 “Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (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.”1.1.10 “Materials”: the content or other items or information provided to the Company by the Client from time to time for incorporation in the Deliverables.
• 1.1.11 “New Data”: any data or information (including Personal Data) collected or generated during the performance of the Services by the Company or the Client;
• 1.1.12 “Order”: the Client’s Order for the supply of services as set out in the Client’s purchase order form
• .1.13 “Regulations”: the Privacy and Electronic Communications (EC Directive) 2003;
• 1.1.14 “Services” the services provided by the Company to the Client in accordance with the Contract and shall include any Deliverables and as set out in the Order.
• 1.2 The headings in these Standard Terms of Business are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of any of the Terms.
• 1.3. Reference to any statute or statutory provision includes a reference to:
• 1.3.1 that statute or statutory provision as from time to time amended extended re-enacted or consolidated; and
• 1.3.2 all statutory instruments or orders made pursuant to it.
• 1.4 Words denoting the singular shall include the plural and vice versa.
• 1.5 Words denoting any gender include all genders and words denoting persons shall include firms and corporations and vice versa.
• 1.6 References to “Terms” are to the Terms of these Standard Terms of Business.
• 1.7 References to “terms” are to terms to which the Client or the Company are a party to in connection with the Contract and includes the Terms.
• 2.1 These Terms shall:
• 2.1.1 apply to and be incorporated into the Contract; and
• 2.1.2 prevail over any inconsistent terms or conditions contained, or referred to, in the Client’s purchase order, confirmation of order, acceptance of a quotation, or specification or other document supplied by the Client, or implied by law, trade custom, practice or course of dealing and any terms and conditions attached or referred to in the Client’s Order by the Client shall not govern this Contract nor shall any which the Client seeks to impose or incorporate or which are implied by trade, custom practice or course of dealing.
• 2.2 The Client’s Order or the Client’s acceptance of a quotation for Services constitutes an offer by the Client to purchase the Services in accordance with these Terms. No offer placed by the Client shall be accepted by the Company other than:
• 2.2.1 by a written acknowledgement issued and executed by the Company; or
• 2.2.2 (if earlier) by the Company starting to provide the Services
3 PAYMENT TERMS
• 3.1 The costs of the Services are set out in the Contract
• 3.2 Any costs estimates given to the Client by the Company prior to the date of the Contract are valid only for 90 Business Days and such estimates shall not constitute an offer.
• 3.3 Any costed items set out in the Contract are estimated and may be subject to an increase. Written approval will be obtained prior to expenditure. Any increase shall be costed in accordance with the Company’s published price list at the time of the increase.
• 3.4 Fees and costs estimates have been calculated on the basis of information supplied by the Client. If the information supplied is incomplete or misleading or the Client’s plans are subsequently amended, leading to an increase in the work required in the provision of the Services the Company reserves the right to increase the costs accordingly in these circumstances subject to the Client’s written approval.
• 3.5 Save for Services relating to social media, the Company shall require payment of the Deposit at the start of the Contract and the Supplier shall then invoice the Client for the costs of the Services following the completion of the Services taking account of the Deposit paid. All contracts are for a 12 month period, unless otherwise agreed in writing.
• 3.6. In respect of social media Services payment shall be required in advance at the start of the Contract.
• 3.7 Payment must be received no later than 30 Days from and including the date of invoice.
• 3.8 Time for payment shall be of the essence.
• 3.9 No payment shall be deemed to have been received until the Company has received clear funds.
• 3.10 All sums payable under the Contract shall be paid (by BACS, electronic bank transfer, direct debit, Stripe,Go Cardless or PayPal) in full without deduction, withholding or set-off and are exclusive of VAT and any other duty or tax which shall be payable by the Client unless otherwise stated.
• 3.11 Overdue payments shall attract interest at an annual rate of 8.5% above the prevailing base rate of the Company’s clearing bank. Interest shall accrue on a daily basis from the date payment becomes due until the Company has received payment of the overdue amount together with all accrued interest. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
• 3.12 The Company and/or persons or companies acting on its behalf or as its agents reserve the right to charge and recover all costs incurred in connection with the pursuance and/or recovery of outstanding sums due under the Contract.
• 3.13 The Company’s rights in Term 3.11 shall be in addition to and without prejudice to all other remedies available to the Company.
• 3.14 If exchange rate fluctuations cause the cost to the Company of materials or services purchased overseas for the purposes of providing the Services to differ from the cost anticipated when the Company ordered the relevant materials or services (or obtained the Client’s approval for such costs), the Company shall charge the Client 4% above the exchange rate on the date the Company pays for the relevant materials or services, applying the closing mid-point rate in London for that day as quoted in the next edition of the Financial Times.
• 3.15 The Company reserves the right to render interim invoices in respect of any aspect of any Contract, whether or not the whole Contract has been completed.
• 4.1 The Company hereby grants to the Client a non-exclusive, non-transferable right, without the right to grant sub licences, to permit the Client to use the Deliverables during the term of the Contract (or if not such term is agreed in the Contract until such licence is revoked) solely for the purposes of the Contract.
• 4.2 The Client acknowledges and agrees that the Company and/or its licensors own all Intellectual Property Rights in the Deliverables.
• 4.3 Except as expressly stated herein or otherwise by written agreement between the parties, these Terms do not grant the Client any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Deliverables.
• 4.4 The Client confirms that it has all the rights in relation to the Deliverables that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms.
• 4.3.2 the Deliverables; and all other sums which are or which become due to the Company from the Client on any account.
• 4.4.1 the Client has a bankruptcy order made against it or makes an arrangement or composition with its creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Client or notice of intention to appoint an administrator is given by the Client or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Client or for the granting of an administration order in respect of the Client, or any proceedings are commenced relating to the insolvency or possible insolvency of the Client; or
• 4.4.2 the Client suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against it, or fails to observe or perform any of its obligations under the Contract or any other contract between the Company and the Client or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Client ceases to trade; or
• 4.5 The Company shall be entitled to recover payment for the Deliverables notwithstanding that ownership of any of the Deliverables has not passed from the Company.
• 4.6 The Client shall be required to approve all Deliverables before they can be completed, such approval shall be not more than 7 Business Days from a request from the Company to do so.
• 4.7 Where the Deliverables include website design the Company shall permit the Client to make three minor alterations within the price costings provided. Additional work thereafter will be re-quoted for.
• 4.8 All websites as standard will be test on the latest versions of Chrome/Safari/Firefox/Internet Explorer. Responsive website as standard will be tested on the latest versions of Apple devices as per specification. Fully mobile responsive websites will be tested as per specifications.
• 4.9 Internet Explorer below version 11 are not supported or tested on.
5 THE DATA PROTECTION ACT AND THE REGULATIONS
• 5.1 Any data (including Personal Data) and any intellectual property rights subsisting in it acquired and collected by the Company solely for purpose of providing the Services to the Client shall remain at all times the property of the Client and the Client shall act as the Data Controller for such data.
• 5.2 Any New Data and any intellectual property rights subsisting in it collected for the sole purpose of providing the Services to the Client shall be owned by the Client and the Company hereby assigns with full title guarantee to the Client all intellectual property rights in the New Data.
• 5.3 The Company shall have a royalty-free non-exclusive license from the Client to process Personal Data for the purpose of providing the Services.
• 5.4 For the purposes of any Personal Data processed during the performance of the Services the Company shall be the Data Processor of that Personal Data and the Client shall be the Data Controller.
• 5.5 For the purposes of the Regulations any relevant Services performed by the Company shall be conducted on behalf of the Client and thereby instigated by the Client for the purposes of the Regulations.
• 5.6 The provisions of this Term 5 shall survive the expiry or termination of the Contract.
• 5.7 The Supplier warrants that, to the extent it processes any Personal Data on behalf of the Customer:
• 5.7.1 it shall act only on instructions from the Customer; and
• 5.7.2 it has in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data
6 WARRANTIES AND OBLIGATIONS
• 6.1 The Company shall:
• 6.1.1 provide the Services using reasonable care and skill and, in accordance with the Contract.
• 6.1.2 use reasonable endeavours to meet any performance dates for the Services but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
• 6.2 The Client warrants that:
• 6.2.1 its shall co-operate with the Company on all matters relating to the Services;
• 6.2.2 it shall provide the Company with access to, and use of, all information, data and documentation reasonably required by the Company for the performance by the Company of its obligations under this Contract;
• 6.2.3 any Personal Data and New Data provided to the Company to enable and assist the Company in its provision of the Services and to be Processed for that purpose has been obtained in accordance with and in compliance with the Data Protection Act and all other applicable laws, enactments, regulations, orders, standards and other similar instruments;
• 6.2.4 it shall ensure compliance with the Regulations when instructing the Company to conduct Services on its behalf;
• 6.2.5 it shall notify the Company promptly if the Client considers that any statement made in any document submitted by the Company to the Client for approval is incorrect or misleading in any way or may give rise to any claim or action for defamation or otherwise against the Company or the Client;
• 6.2.6 it has and maintains at all times any notification that may be required under the Data Protection Act and that such notification covers all data processing contemplated through the provision of the Services;
• 6.2.7 it has in place all procedures for the provision of information to Data Subjects about the processing of their Personal Data to ensure compliance with the Data Protection Act;
• 6.2.8 it obtains all the necessary consents required by the Data Protection Act for the processing of Personal Data in accordance with the Contract; and
• 6.2.9 to the best of its knowledge and belief all information and Materials supplied to the Company before, during and after the Contract shall be accurate and not in any way contrary to English law and that it is entitled to provide such information and Materials to the Company for its use without recourse to any third party; that:
• 18.104.22.168 TUPE does not apply to the Contract as part of any service provision change or outsourcing
• 22.214.171.124 No employee of the Client has been or will be made redundant or otherwise have their contract of employment terminated as a result of the Contract.
• 6.2.11 that In the event that the Client is in breach of Term 6.2 or in any other circumstance where the Company experiences liability arising from the Company’s breach of TUPE or other applicable laws or regulations relating to its employees the Buyer shall indemnify and keep indemnified the Buyer against all actions, claims, losses, expenses and costs (on a full indemnity basis) arising from the same.
• 6.2.12 that it acknowledges that any source codes used in connection with web design and development services are open source within the public domain and are therefore not in the ownership of the Client;
• 6.2.13 that it shall ensure that any password or username provided in connection with any of the Services is kept Confidential and secure.;
• 6.2.14 that (where applicable) its computer systems are sufficiently equipped to accept the Services being provided at the level required by the Client ;
• 6.2.15 that it has been given the option to use a secure website test site at an additional cost;
• 6.2.16 that it acknowledges that in providing services relating to the online marketing of the Client’s website the Company is restricted by the rules, terms and conditions of any relevant internet /search engine provider which may impact on the Company’s ability to achieve the Client’s goals and that additional charges may have to be rendered should the Client wish such Services to be revised in line with any new updates, changes or algorithms in an effort to achieve such goals;
• 6.2.17 that the Company 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 services and the Company shall notify the Client in any such event;
• 6.2.18 that it shall ensure that the terms of the Order are complete and accurate in all respects;
• 6.2.19 it shall obtain and maintain all necessary licences, permissions and consents which may be required for the Services and in respect of the Materials;
• 6.2.20 it shall promptly approve any matters referred to it for approval by the Company;
• 6.2.21 that any Materials shall be the Client’s sole responsibility and risk and that in respect of the same the Client shall be responsible for any losses incurred by the Company in connection with the use of such Materials.
• 6.2.22 that it warrants to the Company that none of the Materials shall contain material which is in any way defamatory, offensive, harmful, illegal which shall include (but shall not be limited to) adult or pornographic material, racist material, material which does or may incite religious hate, illegal downloads (mp3 etc.) and strong political views.
• 6.2.23 that is acknowledges that the Company has the right to terminate the Services immediately and without notice if it suspects any Materials are in breach of Term 6.2.22 and that the Company shall be entitled to report any such breach to the relevant authorities.
7 CONFIDENTIAL INFORMATION
• 7.1 The parties agree to treat as secret and confidential and not at any time for any reason during or after the termination of the Contract to disclose or permit to be disclosed or made use of any confidential information concerning the other’s business customers, suppliers or associated companies which they may acquire in the course of the Contract or any other information expressly identified as confidential information in these Terms.
• 7.2 For the avoidance of doubt, the restrictions in this Term 7 shall not prevent:
• 7.2.1 the disclosure or use of information in the proper performance of the Company’s duties;
• 7.2.2 the disclosure of information if required by law; or
• 7.2.3 the disclosure of information which is already in the public domain otherwise than through unauthorised disclosure by the Company or the Client .
• 7.2.4 the disclosure of information under Term 6.2.23.
• 7.3 Nothing in the Contract shall prevent the Company from using the name of the Client in any list of clients used by the Company for its own promotional purposes unless the Client has notified the Company in writing that it is unwilling for its name to be so used.
• 7.4 The provisions of this Term 7 shall survive the expiry or termination of the Contract.
8 LIMITATION OF LIABILITY AND INDEMNITY
• 8.1 The Company shall have no liability to the Client for:
• 8.1.1 any loss, damage, costs, expenses or other claims for compensation arising from any information or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client;
• 8.1.2 any defects in the Deliverables arising from the Client’s failure to follow the Company’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Deliverables or (if there are none) good trade practice regarding the same;
• 8.1.3 any defects in the Deliverables arising from alterations or interference with the Deliverables by the Client or any third party;
• 8.1.4 any defects in the Deliverables arising from wilful damage, negligence or abnormal storage or working conditions;
• 8.1.5 any defects in the Deliverables arising from the Clients own technology and systems which is not within the Company’s control;
• 8.1.6 any defects in the Deliverables arising from (but not limited to) changes, updates and algorithms implemented by internet and search engine providers which may affect the provision of and quality of the Services;
• 8.1.7 any loss, damage, costs, expenses or other claims for compensation arising from any access to any unsecure website test sites by third parties when the Client has been given the opportunity to use a secure test site
• 8.2 Except in respect of death or personal injury caused by the Company’s negligence, or as expressly provided in these Terms and to the fullest extent permitted by law, the Company shall:
• 8.2.1 not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the provision of the Services; and
• 8.2.2 only be liable in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Services to an amount limited to the price stated in the Contract.
• 8.3 Where the Company supplies, in connection with the provision of the Services, any goods supplied by a third party, the Company does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the third party supplying the goods to the Company.
• 8.4 The Company shall not be liable for any loss, damage, costs, expenses or other claims for compensation arising from the Client’s beach of the Data Protection Act.
• 8.5 The Company shall not be liable for any loss, damage, costs, expenses or other claims for compensation arising from the Client’s or its employee’s breach of the Regulations.
• 8.6 The Client shall indemnify and keep indemnified the Company from and against any and all damage, loss, costs, expenses (including legal costs and expenses) and liability whether civil or criminal which the Company may incur or suffer resulting from any act, omission, neglect or default of the Client or its agents, employees or licensees, or the infringement of its obligations (in particular, but not limited to, those set out in Term 6) under these Terms and the Contract, the Regulations and the Data Protection Act or the infringement of any copyright and intellectual property rights of the Company or any third party or any successful claim for defamation, provided that such liability was not incurred by the Company through any default in performing its obligations.
• 8.7 The provisions of this Term 8 shall survive the expiry or termination of the Contract.
9 INSURANCE OF DELIVERABLES
• 9.1 Deliverables retained by the Company shall at all times, while in the Company’s possession, be insured by the Company against loss or damage.
• 9.2 The Client shall insure Deliverables against loss or damage when in transit between the Company and the Client or any third parties for the purposes of production or publication and when in the possession of those third parties.
10 EMPLOYEE POACHING
• 10.1 During the Contract and for six months after its expiry or termination, neither the Company nor the Client shall, without the written consent of the other, solicit or entice (either directly or indirectly) or attempt to solicit or entice (or authorise the taking of such action by any other person) any person who is employed by the other or has been employed by the other during the preceding six months, and who has been involved with the Services provided under this Contract, to terminate his or her employment with the other party.
• 10.2 If the Company consents to an employee joining the Client in the circumstances of Term 10.1, the Company may charge a fee in consideration for such consent equivalent to one-fifth of the annual salary to be paid by the Client to that employee. This shall be payable by the Client immediately upon presentation of an invoice by the Company. If the Company does not require the employee to complete the notice period contractually required of him, the Company reserves the right to charge the Client an additional fee equivalent to the salary payable by the Company for the period of uncompleted notice.
• 10.3 The provisions of this Term 10 shall survive the expiry or termination of the Contract.
• 11.1 Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if:
• 11.1.1 the other commits a material breach of these Terms and (if capable of remedy) fails to remedy the breach within 21 days after being required by written notice to do so;
• 11.1.2 the other goes into liquidation, becomes bankrupt, has a receiver appointed, makes a composition or voluntary arrangement with creditors or administration, or a moratorium comes into force in respect of the other (within the meaning of the Insolvency Act 1986) or suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it; or
• 11.1.3 the other serves 14 Business Day’s notice on the other to terminate.
• 11.2 Subject to Term 11.3 and save and except for increases made in accordance with Term 3.3, where the Company proposes an increase in any of the costs or expenses under the Contract the Company will give the Client written notice of any such increase before the proposed date of the increase. If such increase is not acceptable to the Client, it may, within 14 Business Days of such notice being deemed to have been received in accordance with clause 11 terminate the Contract by giving written notice to the Company.
• 11.3 Where the Company gives the Client notice of an increase falling within Term 11.2, and the increase does not affect all of the Services provided under the Contract the Client’s right to terminate under term 11.2 shall only apply in respect of the Services affected provided that such Services are not material to the provision of the Services as a whole.
• 11.4 A delay in the supply of the Services by the Company shall only constitute a material breach of the Contract if such delay exceeds a period of 60 Business Days and no other suitable remedy of that breach is available. Time for delivery of the Services shall not be of the essence.
• 11.5 If any event of a force majeure continues for a period longer than two months, either party may terminate the Contract with immediate effect on giving written notice to the other party and neither shall be liable to the other for such termination. In case of termination, any sums due to either of the parties shall be paid immediately.
• 11.6 Any request by the Client to terminate the Contract under clause 11.1.3 or to otherwise amend or halt any plans or to cancel work in progress in connection with the Company’s provision of the Services, shall be implemented by the Company as far as this is possible within the terms of its contractual obligations to suppliers. The Client shall be responsible for any costs or expenses incurred or to which the Company is committed prior to, or as a result of, the cancellation or amendment and which cannot be recovered by the Company. The Client shall pay the Company’s fees covering the cancelled or amended Services, as well as any charges raised by third parties arising from the cancellation or amendment. Such sums shall be taken from the Deposit and the Client shall be responsible for any addition monies due thereafter.
• 11.7 If no work has been carried out in respect of the Services the Company shall return the Deposit and/or other monies received in consideration of the Services due to the Client less any administration costs incurred in agreeing the Contract.
• 11.8 Where the Client requests the Company to halt or delay the provision of the Services (for whatever reason) the Company reserves the right to review and increase the costs of the Services and/or any quotation provided to the Client in respect of such Services.
• 11.9 If on termination of the Contract sums are outstanding by the Company the Client shall immediately pay to the Company all outstanding unpaid invoices and interest and in respect of Services supplied but for which no invoice has yet been submitted, the Company shall submit an invoice which shall be payable immediately.
• 11.10 The Company reserves the right to suspend the Services if at any time during the Contract the Client is in breach of Term 3.
• The Client may not assign, sub-license or sub-contract the Contract any of its rights or obligations existing or arising under it without the prior written consent of the Company (such consent shall not be unreasonably withheld or delayed). The Company acknowledges that such assignment shall not affect the liability of the Company to fulfil its obligations in its provision of the Services.
13 FORCE MAJEURE
• 13.1 Neither party shall be liable to the other in respect of anything which, apart from this provision, may constitute breach of this Contract arising by reason of force majeure, namely circumstances beyond the control of either party which shall include (but shall not be limited to) acts of God, perils of the sea or air, fire, flood, drought, earthquake explosion, sabotage, embargo, riot, civil commotion or civil authority, including acts of local government and parliamentary authority, internet failure, server crashes and virus attacks on equipment, malicious damage, failure of a utility service or transport network, breakdown of plant or machinery or default of suppliers or subcontractors.
• 3.2 Immediately upon becoming aware of any event of force majeure, the affected party shall notify the other party of the manner and extent to which its obligations are likely to be prevented or delayed, and the dates of performance of any obligations affected shall be postponed for so long as is made necessary by the event of force majeure.
14 ENTIRE CONTRACT, AMENDMENT, SUBSCRIPTION ,WAIVER
• 14.1 The Contract, these Terms and the documents referred to in them contain the whole Contract between the parties and supersede any previous Contract between them relating to the subject matter of the Contract, whether written or oral. The parties acknowledge that neither of them has relied upon any representation, written or oral, of any person but only as expressly set out in the Contract.
• 14.2 Any valid alteration to or variation of the Contract must be in writing and signed on behalf of each of the parties by a duly authorised representative.
• 14.3 No failure of either party to enforce at any time or for any period any term or condition of the Contract shall constitute a waiver of such term or of that party's right later to enforce all terms and conditions of the Contract.
• 14.4 One months notice must be given on any contract. If notice isn't given by the end of the contract date the contract will automatically be renewed into a rolling 1 month contract until notice is given.
• If any provision of the Contract or these Terms is declared by any judicial or other competent authority to be illegal, void, voidable or otherwise unenforceable, or indication of the same is received by either of the parties from any relevant competent authority, such provision shall be deemed severed and the remaining Terms shall remain in full force and effect.
• Any notice to be served on the other party shall be sent by recorded delivery, registered post, e-mail. Notices sent by registered post or recorded delivery shall be deemed to be served within 72 hours of posting, and by e-mail within 24 hours if sent to the correct e-mail or address of the addressee.
17 Proper Law and Jurisdiction
• The Contract is governed by and is to be construed in accordance with the laws of England and Wales and each party hereby irrevocably agrees to submit to the exclusive jurisdiction of the Courts of England and Wales.