Terms and Conditions

"CDM Regulations" means the Construction(Design and Management) Regulations 2015 (SI2015/51) together with the guidance contained in the then latest approvedcode of practice relating to such regulations.

“Confidential Information” means any and all information anddata, however conveyed or presented and whether technical or commercial,disclosed by one party to the other or obtained or received by a party as aresult of entering into or performing its obligations under this Contract,together with any information relating to the negotiation of this Contract, theprovisions and subject matter of this Contract and any other informationclearly designated by a party as being confidential to it, or which by itsnature should be treated as confidential (whether marked or not marked as “confidential”)which may come into the receiving party’s possession or the possession of anyof its personnel as a result of or in connection with this Contract.

"Contract" means this Contract between the Employerand the Contractor for carrying out the Works.

"Contractor" is the company identified in Part 2 ofthe Schedule.

“Design Documents” means all drawings, designs, details,specifications, calculations and related information produced by the Contractorin connection with the design of the Works.

"Documents" means the documents listed in Part 6 ofthe Schedule and/or attached to the Contract, or which are referred to therein,setting out the scope of the Works, the specification and other information,which together define the requirements of the Employer.

"Employer" is the company, firm, other legal entityor person identified in Part 1 of the Schedule.

“Final Date for Payment” means the dates listed in Part 15 ofthe Schedule.

“Force Majeure Event” means any circumstancenot within a party’s reasonable control including, without limitation:

a) acts of God, flood, drought, earthquake or other natural disaster;

b) epidemic or pandemic;

c) terrorist attack, civil war, civil commotion or riots, war, threatof or preparation for war, armed conflict, imposition of sanctions, embargo, orbreaking off of diplomatic relations;

d) nuclear, chemical or biological contamination or sonic boom;

e) any law or action taken by government or public authority, includingwithout limitation imposing an export or import restriction, quota orprohibition;

f) collapse of buildings, fire, explosion or accident; and

g) any labour or trade dispute, strikes, industrial action or lockoutconfirmed to the Contractor’s workforce or the workforce of any subcontractorof the Contractor).

“Notified Sum” means the sum referred to in the invoicereferred to in clause 5.4 of this Contract.

"Pay Less Notice” means a notice pursuant to clause 5.7of this Contract.

“Practical Completion” means completion pursuant to clause8.1.

"Price" means the price which the Employer hasagreed to pay the Contractor for the Works, stated In Part 7 of the Schedule.

“Principal Designer” means the person named in Part 11 of theSchedule or if no person is named the Employer's Representative

"Representative" means the person nominated by theEmployer and identified in Part 6 of the Schedule. This person is empowered togive instructions to the Contractor.

“Schedule” means the Schedule attached to the Contract.

"Site" means the place or places where theconstruction and installation of the Works is to take place as stated in Part 3of the Schedule.

"Snagging Correction Period” meansthe date identified in Part 10 of the Schedule.

"Works" means the design, procurement,construction, installation (as appropriate and identified in the Documents) andany other Works which the Contractor is required by the Contract to carry out,as set out in the Documents.

“VAT” means value added tax charged in accordance with theprovisions of the Value Added Tax Act 1994 or any tax of a similar nature whichmay be substituted for it.

1.2. Clause, schedule and paragraphheadings are for convenience only and do not affect the interpretation of thisContract.

1.3. Unless the context otherwiserequires, references to the singular include the plural, references to anygender include all other genders, and references to “person” includesindividuals, bodies corporate, unincorporated associations, businesses andpartnerships.

1.4. Reference to a statute orstatutory provision is a reference to such statute or statutory provision asmodified, extended or re-enacted from time to time. A reference to a statute orstatutory provision as modified, extended or re-enacted from time to time.

1.5. Any phrase introduced by theterms “including” “include” “in particular” or any similar expression shall beconstrued as illustrative and shall not limit the sense of the words precedingthose terms.

2. Contractor’s obligations

2.1. The Contractor shall design theWorks in accordance with the Contract using reasonable skill, care anddiligence to be expected of a duly qualified and experienced contractorundertaking the design of works similar in scope and character to the Works. TheContractor shall supply all labour, plant and materials, other than those whichare to be supplied by the Employer as set out in the Documents.

2.2. The Contractor shall be responsible for obtaining all necessaryconsents and permissions prior to commencement of the Works on Site except tothe extent that the Documents state that the Employer will obtain any consentsor permissions. The Employer shall be the only 'client' in respect of the Worksfor the purposes of the CDM Regulations.

2.3. Subject to clause 2.4, theContractor shall commence Works on the Site on the date set out in Part 8 ofthe Schedule and shall complete the Works within the period stated in Part 9 ofthe Schedule as such period may be extended in accordance with the terms of theContract.

2.4. The Contractor shall notcommence Works until a satisfactory asbestos assessment and plan for the Sitehas been reviewed and accepted in accordance with the Control of AsbestosRegulations 2012 and where a licence is required, the Employer has suchlicence.

2.5. The Contractor shall complywith all regulations concerning the Site, such as working hours, health andsafety and materials storage.

2.6. The Contractor shall co-operatewith the Employer or their Representative in scheduling and performing the Works.The Employer shall arrange the Works of their employees and other contractorsso as to avoid disruption to the carrying out of the Works.

2.7. The Contractor shall allowreasonable access to the Employer or their Representative to inspect the Worksprovided that reasonable notice is first given to the Contractor of theintended date of inspection and the Employer first agrees to abide by any Siteand health and safety rules imposed by the Contractor.

2.8. The Contractor shall be deemedto have read the Documents and to be fully aware of the obligations, risks andliabilities assumed by the Employer under them. The Contractor shall performand assume, as part of their obligations under the Contract, the Employer’sobligations, liabilities and risks contained within the Documents that relateto the carrying out of the Works as if they were expressly referred to in theContract as obligations, liabilities and risks of the Contractor so that no actor default or omission on the part of the Contractor shall cause, contribute orotherwise give rise to any breach by the Employer of any of their obligationsunder the Documents.

2.9. Where and to the extent thatthe CDM Regulations apply, the Principal Designer shall be the person named inPart 11 of the Schedule or if no person is named the Employer's Representative.The Contractor undertakes to comply with the relevant CDM Regulations.

3. PRoHIBITED MATERIALS

3.1. The Contractor will exercisereasonable skill care and diligence in accordance with this Contract to seethat it does not use or specify for use by others of any products or materialsnot in conformity with relevant British or European Union Standards or Codes ofPractice.

[DRAFTING NOTE (to include if push back from Employers): “or whichat the time of use are widely known to design consultants of the relevantprofession in the United Kingdom to be deleterious to health and safety.”]

4. EMPLOYER’S OBLIGATIONS

4.1. The Employer shall give theContractor access to the Site as necessary for the carrying out of the Workswithin the period stated in Part 9 of the Schedule as such period may beextended in accordance with the terms of the Contract.

4.2. Where approval by the Employer of the Contractor’s designs isrequired, such approval shall be given not later than the period stated in Part12 of the Schedule. The Employer shall supply such designs and otherinformation, materials and equipment which are to be supplied by the Employerin sufficient time so as not to delay the Contractor in carrying out the Works.The Employer shall provide the Contractor with free lighting, power, water andtoilet facilities unless the contrary is expressly stated in the Documents.

4.3. The Employer shall not approachthe Contractors personnel or subcontractors directly regarding employmentopportunities.

5. PAYMENT

5.1. The Price is a fixed price lumpsum, exclusive of VAT, subject to the provisions herein.

5.2. The Contractor shall submit invoices for the instalments identifiedin Part 15 of the Schedule.

5.3. An instalment shall become due on the latter of any date specifiedin Part 15 of the Schedule or the date on which the Employer receives aninvoice for the instalment (the "Payment Due Date"). TheContractor shall submit its invoice to the Employer together with a statementwhich specifies the sum that they, as payee under this Contract, considers tobe due to them at the Payment Due Date and the basis on which that sum iscalculated.

5.4. Not later than five (5) days after the Payment Due Date in respectof the instalment, the Employer shall notify the Contractor of the Notified Sumthat they, as the payer under this Contract, consider to be or to have been dueat the Payment Due Date in respect of the instalment and the basis on whichthat sum is calculated.

5.5. The Employer shall pay thevalue of the invoices on the timeframes specified in Part 15 of the Schedule. [DRAFTING NOTE (toinclude if push back from Employers): Retention will be invoiced at PracticalCompletion and due after retention period in Part 15 of the Schedule . Thebalance of the retention shall be retained by the Employer until the end of thesnagging correction period, following which the Contractor’s invoice shall bepayable in accordance with this clause 5.3. The Employer shall be under nofiduciary obligation to the Contractor with regard to the retention and underno obligation to set aside in a separate bank account any amount representingthe retention. The Employer shall be entitled to the full beneficial interestin any interest accruing on the retention and any right of the Employer todeduct or to set off any amount (whether arising under any express term of theContract or under any rule of law or of equity) shall be exercisable againstany monies due or to become due to the Contractor, whether or not such moniesconsist of or include any retention.]

5.6. Unless the Employer has serveda Pay Less Notice pursuant to clause 5.7, the Employer shall pay the Contractorthe Notified Sum referred to in the Employer’s notice under clause 5.4 on orbefore the Final Date for Payment.

5.7. Not Less than 2 days before theFinal Date for Payment, the Employer may give the Contractor notice that itintends to pay less than the Notified Sum by issuing a Pay Less Notice. Any PayLess Notice shall specify:

5.7.1. the sum that the Employer, aspayer under this Contract, considers to be due on the date the notice isserved; and

5.7.2. the basis on which that sum iscalculated.

5.8. If the Employer fails to pay infull the Notified Sum to the Contractor under this Contract by the Final DateFor Payment and the Employer has not given a Pay Less Notice complying with therequirements set out in clause 5.7 the Contractor may (without prejudice to anyother right or remedy) suspend the performance of any or all of the Works andother obligations under this Contract by giving not less than 7 days' notice tothe Employer of its intention to do so and stating the ground or grounds onwhich it intends to suspend performance. The right to suspend performance shallcease when the Employer makes payment in full of the Notified Sum and anyperiod during which performance is validly suspended pursuant to this clauseshall be disregarded in computing the time taken by the Contractor to completeany of the Works affected by the suspension. Where the Contractor exercises itsright of suspension pursuant to this clause, the Employer shall be liable topay to the Contractor a reasonable amount in respect of costs and expensesreasonably incurred by the Contractor as a result of the exercise of such rightand such payment shall be the Contractor’s sole compensation for suspension ofthe Works and obligations pursuant to this clause.

5.9. Any sums not paid by therelevant Final Date for Payment shall attract interest from that date until thedate of actual payment at 4% above Bank of England base rate (which the partiesagree to be a substantial remedy).

5.10. Failure by the Employer to makethe Advance Payment prior to the scheduled commencement date set out in Part 8of the Schedule will cause delay in procurement of materials and mobilisationof labour. This may cause delay in the commencement and completion of the Worksfor which an extension of time to the period for carrying out the Works on theSite as stated In Part 11 of the Schedule will be required.

5.11. The Contractor will regularlysubmit a statement of account showing up to date project costs. This willinclude the original price, approved variations, payments made to date andpayments due.

5.12. The Employer’s obligations tomake payments in accordance with this clause 5 are material obligations for thepurposes of this Contract.

6. VARIATIONS

6.1. Should the Employer or the worksof any of their employees and/or other contractors delay or disrupt the regularprogress of the Works, and/or should the Contractor be otherwise delayed ordisrupted for reasons beyond their control in carrying out of the Works due to:

6.1.1. any variation instructed underclause 6.2;

6.1.2. compliance with instructionsthat are not occasioned by a default of the Contractor or anyone for whom theContractor is responsible;

6.1.3. any impediment, prevention ordefault, whether by act or omission, by the Employer or anyone for whom theEmployer is responsible;

6.1.4. the carrying out by a statutoryundertaker of Works in pursuance of its statutory obligations in relation tothe Works, or the failure to carry out such Works, provided that the Contractor has givenreasonable notice to the statutory undertaker of the dates on which the Works the statutory undertaker is to undertake isrequired to commence and be completed and has used all reasonable endeavours to secure the Contractof the statutory undertaker to such dates;

6.1.5. Force Majeure Event;

6.1.6. any suspension effected by theContractor pursuant to the clause 5.8; and/or

6.1.7. any failure to pay the AdvancedPayment on time as specified in Part 15 of the Schedule ,

then for each delaying or disrupting event, the Contractor shallnotify the Employer within fourteen (14) days after the delay or disrupt onbecomes or ought to have become apparent and subject to compliance with theforegoing the Contractor shall be entitled to an extension to the period statedin Part 11 of the Schedule which is commensurate with the delay or disruptionso caused. In addition, the Contractor shall subject to compliance with theforegoing be entitled to claim all reasonable loss and expense suffered by itas a result of such delays and/or disruption, which loss and expense shall beadded to the Price. The Employer or their Representative shall grant suchextension of the period stated in Part 9 of the Schedule as is fair andreasonable in the circumstances. The Contractor shall not become entitled toany extension of time on account of any circumstances arising by reason of anyerror, omission, negligence or default of the Contractor or anyone for whom theContractor is responsible.

6.2. The Employer or their Representativeshall have the right to order variations to the Works, comprising additions,omissions or alterations. Variations shall be valued by reference to the ratesand prices which constitute the Price, where relevant. In cases where the ratesor prices are not relevant, the variations shall be valued on a basis which isfair and reasonable. The Price shall be adjusted in accordance with the valueof the variations. Written approval to the scope and value of variations shouldbe provided by the Employer or their Representative prior to commencement ofvariations by the Contractor. Individual variations may not be completed withintimescales indicated in Part 9 of the Schedule and an extension of time shallbe awarded by the Employer or their Representative on a fair and reasonablebasis in the circumstances. The value of variations shall be invoiced as avariations invoice after the Contractor’s practical completion and will besubmitted and paid in accordance with this clause 6.

6.3. Notwithstanding clause 6.2, theContractor reserves the right to charge for loss of profits and overhead costsif Works are omitted from the contract by the Employer, or if the Employercancels the contract.

6.4. If the Contractor incurs lossand expense for reasons directly attributable to the Employer or their Representativeor other contractors employed by the Employer or in any circumstance envisagedor otherwise referred to in clause 6.3 above, the Contractor shall provide fulldetails in writing to the Employer with supporting documentation. The value ofsuch loss and expense shall be included in the Contractor’s invoice followingthe event which gave rise thereto for payment and will be submitted and paid inaccordance with this clause 6.

6.5. The Contractor shall be liablefor, and shall indemnify the Employer against, any reasonably incurred andproperly mitigated expense, liability, loss, claim or proceedings whatsoeverarising under any statute or at common law in respect of personal injury to orthe death of any person whom so ever arising out of or caused by the carryingout of the Works except to the extent that the same is due to any act orneglect of the Employer or of any person for whom the Employer is responsible.

7. INSURANCE

7.1. The Contractor shall effect andmaintain for the duration of the Contract period a contractor's all-riskinsurance and third-party liability insurance.

7.2. The Contractor confirms that itholds professional indemnity insurance with a limit of indemnity of the typeand in the amount not less than that stated in Part 13 of the Schedule and theContractor shall maintain such insurance with reputable insurers carrying onbusiness in the United Kingdom until at least 6 years after the date ofpractical completion provided that such insurance is generally available in the market to designand build contractors with good claims records at a commercially reasonablecost and on commercially reasonable terms (and if not so available then the Contractorshall maintain such reduced level of or reasonable alternative insurance as isso available and is acceptable to the Employer acting reasonably).

8. COMPLETION OF THE WORKS

8.1. The Contractor (who shall actreasonably and in good faith) shall notify the Employer or their Representativeof the date when the Works reach completion, and the Snagging correction periodshall commence from that date (“Practical Completion”). The Snaggingcorrection period shall be the period as stated in Part 10 of the Schedule.

8.2. The Contractor shall correctthe snags in the Works which are notified to them in writing by the Employer orthe Employer’s Representative during the Snagging Correction Period. If theContractor fails to make good any snags in accordance with this clause, theEmployer may arrange for any necessary making good to be carried out by othersand deduct the cost of the same from the Price or recover it from theContractor as a debt.

8.3. [DRAFTING NOTE (to include if push back from Employers): If the Worksare not completed within the period stated in Part 9 of the Schedule (as suchperiod may be extended in accordance with the terms of the Contract) theContractor shall pay to the Employer liquidated damages at the rate of 1% ofthe Price per week between the end of the period stated in Part 9 of theSchedule (as such period may be extended in accordance with the terms of theContract) and the actual date of Practical Completion. The Employer may deductthe liquidated damages from any sum due to the Contractor under the Contract orrecover those damages from the Contractor as a debt].

8.4. Within one (1) month of practicalcompletion of the Works the Contractor shall provide to the Employer as-builtdrawings of the Works, building control and electrical completion certificates,operation and maintenance manuals, the health and safety file for the purposesof the CDM Regulations and any other documents required to be provided underthe Documents.

9. INTELLECTUAL PROPERTY RIGHTS

9.1. Copyright and registered andunregistered design rights in all the Design Documents shall remain vested in theContractor. If for any reason the project does not go beyond the design stage,then the Employer is liable to pay the Contractor in accordance with clause 5 forall of the drawings and design prepared by the Contractor.

9.2. The Contractor grants theEmployer a full, royalty free, irrevocable, non-exclusive licence to use andreproduce the Design Documents for any purpose connected with the Works. Thislicence carries the right to grant sub-licences and is transferable to thirdparties without the consent of the Contractor.

9.3. The Contractor shall not beliable for the use of the Design Documents for any purpose other than thepurposes for which the Contractor provided them.

9.4. The Contractor warrants thatthe use of the Design Documents for purposes relating to the Works will notinfringe the intellectual property rights of any third party.

10. ASSIGNMENT

10.1. The Contractor shall not assignthe benefit of the Contract or any rights hereunder. The Employer may assignthe benefit of the Contract without the Contractor’s consent to any person on amaximum of two occasions.

10.2. The Contractor shall beresponsible for the performance of any part of the Works they sub-contract to athird party as if they had performed that part of the Works themself.

11. LIMITATION OF LIABILITY

11.1. Save where and to the extentthat liability cannot by law be limited the liability of the Contractor whetherdue to negligence or howsoever arising shall be limited to the amount of theprofessional indemnity insurance which it is obliged to maintain pursuant tothis Contract. The Contractor will have no liability whether due to negligenceor howsoever arising to the Employer in respect of loss of profit, loss ofbusiness opportunity, increased operating costs, loss of goodwill, indirectloss, consequential loss or economic loss.

11.2. Notwithstanding the terms andeffects if the Limitation Act 1980 (including any amendment or re-enactment ofthe same) to the contrary, the parties agree that no action or proceedings maybe brought or commenced under this Contract at any time after the expiry of 6 yearsfrom the date of completion of the whole or final section of the Works asdefined in the Contract.

12. TERMINATION

12.1. The Employer shall be entitledto terminate the Contractor’s employment under the Contract immediately byservice of notice if:

12.1.1. The Contractor is in breach ofany of its obligations under the Contract and fails to remedy that breachwithin fourteen (14) days after receipt of a notice from the Employer specifyingthe breach and requiring it to be remedied; or

12.1.2. The Contractor is insolvent asdefined in sections 113(2) to 113(5) of the Housing Grants, Construction andRegeneration Act 1996 (as amended).

12.2. Upon termination, theContractor shall be entitled, as its sole compensation for termination, to bepaid a fair and reasonable amount for Works provided up to the date oftermination, less any sums already paid or due to be paid and any direct lossesor expenses incurred by the Employer as a result of the termination (includingwithout limitation any increased costs of completing the Works).

13. DISPUTE RESOLUTION

13.1. Notwithstanding any otherprovision of this Contract either party may refer a dispute arising under thisContract to adjudication at any time under Part I of the Scheme forConstruction Contracts (England and Wales) Regulations 1998 (SI 1998/649).

14. Confidentiality

14.1. Each party undertakes with theother that it shall keep confidential any of the other party’s ConfidentialInformation, save in the proper course of their duties and except to the extentthat:

14.1.1. the Confidential Informationwas already lawfully known, or became lawfully known to the relevant partyindependently;

14.1.2. the Confidential Information isin or comes into the public domain other than due to wrongful use or disclosureby the relevant party;

14.1.3. disclosure or use is necessaryby the relevant party in connection with entry into this Contract or for theproper and effective performance of its obligations under this Contract(including disclosure by either party to its insurers, auditors andprofessional advisers); or

14.1.4. disclosure is required by lawto any government, governmental department, agency, regulatory or fiscal bodyor authority (whether national or foreign).

15. fORCE MAJEURE

15.1. Provided it has complied withthe remaining provisions of this clause 15, if a party is prevented, hinderedor delayed in or from performing any of its obligations under this Contract bya Force Majeure Event (the “Affected Party”), the Affected Party shallnot be in breach of this Contract or otherwise liable for any such failure ordelay in the performance of such obligations.

15.2. The corresponding obligationsof the other party will be suspended to the same extent as those of AffectedParty.

15.3. The Affected Party shall:

15.3.1. as soon as reasonablypracticable after the start of the Force Majeure Event but not later than five(5) days from its start, notify the other party in writing of the Force MajeureEvent, the date on which it started, its likely potential duration, and theeffect of the Force Majeure Event on its ability to perform any of itsobligations under the Contract; and

15.3.2. use all reasonable endeavoursto mitigate the effect of the Force Majeure Event.

15.4. An Affected Party cannot claimrelief if the Force Majeure Event is attributable to the Affected Party’s wilful act, neglect orfailure to take reasonable precautions against the relevant Force MajeureEvent.

15.5. The Affected Party shall notifythe other party in writing as soon as practicable after the Force Majeure Eventceases or no longer causes the affected party to be unable to comply with itsobligations under this Contract. Following such notification, this Contractshall continue to be performed on the terms existing immediately before theoccurrence of the Force Majeure Event unless agreed otherwise by the parties.

15.6. If the Force Majeure Eventprevents, hinders or delays the Affected Party’s performance of its obligationsfor continuous period of more than two (2) months, the party not affected bythe Force Majeure Event may terminate this Contract by giving one (months’)notice to the Affected Party.

16. Data Protection

16.1. For the purposes of this clause 16:

“Controller” “Process”“Processing” “Data Security Incident” and “Data SubjectRequests” shall have the meanings set out in the UK GDPR.

“Data Protection Laws”means any applicable laws as updated and amended from time to time which relateto the protection of individuals with regard to the processing of Personal Datato which a party is subject, including:

a) the Data Protection Act 2018 (“DPA 2018”);

b) the Privacy and ElectronicCommunications Regulations 2003 (amended by SI 2011 no. 6) (“PECR”); and

c) the GDPR (as incorporated into UK lawunder the UK European Union (Withdrawal) Act 2018) and amended in accordancewith the Data Protection, Privacy and Electronic Communications (Amendmentsetc) (EU Exit) Regulations 2019 (as amended by SI 2020 no. 1586)) (“UK GDPR”)

16.2. Each party acknowledges thateach party (the “Data Discloser”) may regularly disclose to the otherparty (the “Data Recipient”) staff contact names, work email addressesand work telephone numbers (“staff contact details”) in order to provide orreceive the Services and to manage the relationship created by these Terms andConditions (“Agreed Purpose”).

16.3. Each party shall disclose andreceive the staff contact details as a Controller and shall comply with all theobligations imposed on a Controller under the Data Protection Laws.

16.4. The Data Recipient warrants tothe Data Discloser that it will:

16.4.1. only Process staff contactdetails for the Agreed Purpose;

16.4.2. not Process staff contactdetails in a manner that causes or is likely to cause the Data Discloser to bein breach of the Data Protection Laws;

16.4.3. not disclose or transfer staffcontact details to a third party located outside of the UK and/or EEA unless itcomplies with the provisions of the Data Protection Laws;

16.4.4. have in place appropriatetechnical and organisational security measures in order to prevent unauthorisedor unlawful Processing or accidental loss of staff contact details; and

16.4.5. notify the Data Discloser ofany Data Security Incident which may affect staff contact details as soon asreasonably practicable.

16.5. The parties acknowledge andagree that they shall each have responsibility, as Controller, for any DataSubject Requests they receive in relation to staff contact details but, inaddition, the parties shall provide reasonable assistance and co-operation tothe other party as it may deem necessary to enable it to comply with any suchData Subject Requests.

17. Contracts (Rights of ThirdParties) Act 1999

17.1. No term of this Contract isenforceable under the Contracts (Rights of Third Parties) Act 1999 by a personwho is not a party to this Contract.

18. Notices

18.1. Any notice required to be givenunder or pursuant to the Contract is valid and effective for the purposes ofthe Contract if sent to the relevant person within the party to be served byhand or sent by first class registered post to the registered office or theaddress of the party stated in this Contract and is deemed served on the day ofdelivery if delivered by hand or two (2) days after posting if sent by firstclass registered post.

18.2. Any notice required to be givenunder or pursuant to the Contract is also valid and effective for the purposesof the Contract if sent by email to the email address of the relevant personwithin the party to be served provided that:

18.2.1. email can be shown to be theusual means of communicating such notices; and

18.2.2. the recipient has been asked toacknowledge receipt of the notice and such acknowledgement has been given bythe recipient.

19. SEVERANCE

19.1. If any term of this Contract isfound by any court or body or authority of competent jurisdiction to be illegal,unlawful, void or unenforceable, such term shall be deemed to be severed fromthe Contract and this shall not affect the remainder of the Contract whichshall continue in full force and effect.

20. WAIVER

20.1. A delay in exercising or failure to exercise a right or remedy under orin connection with the Contract shall not constitute a waiver of, or prevent orrestrict future exercise of, that or any other right or remedy, nor shall thesingle or partial exercise of a right or remedy prevent or restrict the furtherexercise of that or any other right or remedy. A waiver of any right, remedy,breach or default shall only be valid in the circumstances and for the purposefor which it was given and shall not constitute a waiver of any other right,remedy, breach or default.

21. ENTIRE AGREEMENT

21.1. This Contract entered into will represent the entire Contract betweenthe parties and supersede any prior agreement or arrangement in respect oftheir subject matter and;

21.1.1. neither party has entered into this Contract nor will enter into aContract in reliance upon, and shall have no remedy in respect of, anyrepresentation or statement (whether made by the other party or any otherperson) which is not expressly set out in this Contract; and

21.1.2. nothing in this clause 21 shall be interpreted or construed as limitingor excluding the liability of either party for fraud or fraudulentmisrepresentation.

22. COUNTERPARTS

22.1. This Contract may be executed in any number of counterparts, each ofwhich when executed and delivered shall constitute a duplicate original, butall the counterparts shall together constitute the one Contract. No counterpart shall be effective until eachparty has executed at least one counterpart.

23. Governing Law and Jurisdiction

23.1. This Contract and any dispute,claim or difference arising out of or in connection with it (whethercontractual or non-contractual in nature) shall be governed by and construed inaccordance with the laws of England and Wales.

23.2. Subject to any provision ofthis Contract which expressly permits or requires some other means of disputeresolution to be used, the Courts of England and Wales shall have exclusivejurisdiction in relation to any matter, claim, dispute or difference arisingout of or in connection with this Contract (whether contractual ornon-contractual in nature).

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