INTERPRETATION
1.1 Definitions

Business Day:  a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges:  the charges payable by the Customer for the supply of the Services in accordance with Clause 7.
Commencement Date: has the meaning given in Clause 2.2.
Conditions:  these terms and conditions as amended from time to time in accordance with Clause 19.2
Contract:  the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
Customer:  the person or firm who purchases Services from the Supplier.
Customer Default:  has the meaning set out in Clause 11.6.
Data Protection Legislation:  the UK Data Protection Legislation and any other European Union 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 personal data (including, without limitation, the privacy of electronic communications)
Deliverables:  the deliverables set out in the Order produced by the Supplier for the Customer.
Intellectual Property Rights:  patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: the Customer’s order for Services as set out in the analytical request form.
Services:  the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Specification.
Specification:  the description or specification of the Services provided in writing by the Supplier to the Customer.
Supplier:  Phytovista Laboratories Ltd registered in England and Wales with company number 11194595.

1.2  Interpretation

a)  A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

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

c)  A reference to writing or written includes email.

2. BASIS OF CONTRACT

2.1  The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

2.2 All orders accepted by Phytovista Laboratories Ltd or affiliates (the Supplier) will be governed by these General Terms and Conditions of Sales (the “Terms and Conditions”), including orders confirmed in writing and orders made by delivery of samples. A contract with these Terms and Conditions comes into being when an order that has been placed with the Supplier is accepted by the Supplier. An order placed with the Supplier is considered as accepted by the Supplier when (a) The Supplier proceeds to fulfil that order, without need for any written confirmation from the Supplier or (b) the Supplier accepts the order in writing.

2.3 These Terms and Conditions supersede and replace all prior verbal or written agreements between the parties and, unless specifically indicated otherwise therein, take precedence over all conflicting or inconsistent provisions of subsequent written agreements between the parties.

2.4  Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.5  These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.6  Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of 30 Business Days from its date of issue.

3. PLACEMENT OF ORDER

3.1 A customer’s order will be valid only if it is sent by mail or other electronic message on letterhead of the customer or by using the Supplier electronic order forms and the commercial aspects of the order which are not specifically set out in these Terms and Conditions (including price, estimated turnaround times and delivery date) must be agreed at the time of the order. The customer must confirm in writing orders given by telephone immediately after they are made and, in any event, will be deemed to have placed an order if the customer sends samples to the Supplier quoting the customer reference given to it by the Supplier. The Supplier is not obliged to start any analytical work unless the order is clear and it has been provided all required information.

3.2 Unless specifically accepted in writing and signed by a Supplier officer`, any terms proposed or submitted by a customer at any time (including, but not limited to, terms or provisions in the customer’s purchase order, instructions or other document) which differ from these Terms and Conditions are rejected as a material alteration of these Terms and Conditions and shall be of no force or effect. Furthermore, special terms or conditions of prior orders which have been agreed by the Supplier in accordance with these Terms and Conditions, including special pricing, will not automatically apply to subsequent orders unless agreed separately in writing. Each order accepted by the Supplier will be treated as a separate contract between the Supplier and the customer.

3.3 The Supplier is entitled to change management and administrative fees of up to £40 in connection with the request for additional services on samples that have entered the laboratory including amendments to reports and will be treated as a new order and may postpone estimated delivery date accordingly.

3.4 Any logistic service off-site of the laboratory must be paid in full, unless it has been cancelled or modified by the customer at least forty eight hours (48) in advance.

4. PROPERTY RIGHTS ON SAMPLE MATERIAL AND SAMPLE STORAGE

4.1 All samples become the property of the Supplier to the extent necessary for the performance of the order. Unless the customer pays for storage, the Supplier shall have no obligation or liability for samples sent to the Supplier for storage, including samples requiring refrigeration. If the customer pays for storage, the Supplier will take commercially reasonable steps to store the samples, according to professional practice.

4.2 The Supplier can dispose of or destroy samples immediately after the analysis has been performed, unless the Supplier and the customer have agreed in writing on the terms of the Supplier’s retention of the sample. The Supplier also can dispose of or destroy the samples after the agreed upon retention period, without further notice and at customer’s cost, should an extra cost for the Supplier arise to comply with any regulation (for example, with respect to disposal of hazardous waste).

4.3 If the customer requests the return of unneeded sample material, the Supplier will return them to the customer, at the customer’s cost and risk.

4.4 If the results show any THC, CBN or other controlled substances over legal limits, the Supplier of the service will dispose of the sample provided by the customer in an appropriate manner.

5. SUPPLY OF SERVICES

5.1  The Supplier shall supply the Services to the Customer in accordance with the Specification (if provided).

5.2  The Supplier shall use all reasonable endeavours to meet any performance dates specified, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

5.3   The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

5.4  The Supplier is not providing legal or any other advice on your products, in particular they are not providing any advice or certification as whether the cannabinoid content or other analysed content in any products that you send to us for testing renders the product legal under UK or foreign legislation. The testing certificate supplied should never be held out as a certificate of the legality of your products and should not be used as a substitute for advice from qualified legal adviser.

5.5 The Supplier is not providing the customer with any assurance or guarantee that any of the products the customer sends for testing are suitable, sufficient or appropriate for human or animal consumption or use by any particular means, notwithstanding any disclosure of information made by you in relation to your proposed use of the product.

5.6  The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

6. CUSTOMER’S OBLIGATIONS

The Customer shall:

6.1 ensure that the terms of the Order are complete and accurate;

6.2  co-operate with the Supplier in all matters relating to the Services;

6.3  provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

6.4  to provide a representative sample and accept the results reflect only the submitted sample

6.5  obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

6.6  comply with all applicable laws .

7. CHARGES AND PAYMENT

7.1  The Charges for the Services shall be calculated in accordance with the Supplier’s daily fee rates, as set out in its current price list at the date of the Contract as confirmed on the Order.

7.2  The Supplier reserves the right to increase the Charges as necessary.

7.3  The Supplier shall invoice the Customer on completion of the receipt of the analytical request form.

7.4  The Customer shall pay each invoice submitted by the Supplier:
a)  within 7 days of the date of the invoice OR prior to the issue of the certificate of analysis, whichever is sooner.
b)  in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.

7.5  All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

7.6  If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under Clause 17, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

7.7 Any dispute about invoices must be raised in writing within 5 days of the invoice date. The challenge of an analytical result will not entitle a customer to defer payment.

7.8 The payment method is bank transfer. Any other method of payment must receive prior agreement from the Supplier. The customer undertakes to provide bank account details where relevant.

7.9 The Supplier is entitled to require payment of up to 100% of the quoted order price as a condition of acceptance.

7.10  All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8. DELIVERY DATES, TURNAROUND TIME

8.1 Delivery dates and turnaround times are estimates and do not constitute a commitment by the Supplier. Nevertheless, the Supplier shall make commercially reasonable efforts to meet its estimated deadlines.

8.2 Results are generally sent by email and/or by UK post, or via other electronic means, to the attention of the person indicated by the customer in the order, promptly after the analysis is completed.

9. DUTIES OF CUSTOMER IN DELIVERING SAMPLES OR MATERIALS

9.1 Any sample sent to the Supplier by the customer for analysis must be supplied meeting all legal regulations including the requirements for controlled substances. We reserve the right to request written documentation to verify this.

9.2 By submitting products for Testing with the Supplier, the customer agrees that their product Satisfies the below criteria of the below criteria;

a) the preparation or other product is not designed for administration of the controlled drug to a human being or animal;

b) the controlled drug in any component part is packaged in such a form, or in combination with other active or inert substances in such a manner, that it cannot be recovered by readily applicable means or in a yield which constitutes a risk to health; and

c) no one component part of the product or preparation contains more than one milligram of the controlled drug or one microgram in the case of lysergide or any other N-alkyl derivative of lysergamide.

d) the sample(s) submitted is(are) composed entirely of hemp, with a Δ9-tetrahydrocannabinol content not exceeding 0.2% as per paragraph 6, Article 32 of EU Regulation No 1307/2013.

9.3 The customer accepts that PhytoVista Laboratories will withhold any report, but charge for, at its customary rate, any samples tested but exceeding the maximum THC level of 0.2%.

9.4 The samples or materials must be in a condition that makes the preparation of reports/analyses possible without extensive development work to allow for confidence in results. The Supplier is entitled to conduct an initial examination of the samples or materials to check their condition before analysis. The customer shall bear the costs of this initial examination, if the samples or materials do not comply with the requirements described in this clause 9.

9.5 If the result of the initial examination is that an analysis is impossible or is possible only under more difficult conditions than originally anticipated – for example, because the are comprised of a particularly challenging matrix, or the laboratory is unable to recover what they consider a representative sample or are degraded – the Supplier shall be entitled to terminate or interrupt the order and the customer shall bear costs incurred by the Supplier to that point.

9.6 The customer must ensure, and hereby warrants, that no sample poses any danger, including on its site, during transportation, in the laboratory or otherwise to the Supplier premises, instruments, personnel or representatives. It is the customer’s responsibility to ensure compliance with hazardous waste regulations, including regarding information, labelling, transportation and disposal and to inform the Supplier personnel or representatives about sample health and safety concerns, including any known or suspected toxic or other contaminant that may be present in the sample and its likely level of contamination as well as the risks to the Supplier premises, instruments, personnel and representatives related to the contamination.

9.7 The customer shall be responsible for, and indemnifies the Supplier against, all costs, damages, liabilities and injuries that may be caused to or incurred by the Supplier or its personnel or representatives including on the sampling site conditions. The customer shall bear all extraordinary costs for adequate disposal of hazardous waste resulting from the sample, whether or not described as hazardous waste. At the Supplier’s request, the customer must provide the Supplier with the exact composition of the samples.

10. TRANSFER OF PROPERTY

10.1 Title in any analysis results, products, equipment, software or similar supplied by the Supplier to the customer will remain with the Supplier until all invoices in respect thereof have been paid by the customer in full, and until such full payment, the customer shall have no property rights or other rights to use them. In addition, even if the Supplier has accepted and begun to fulfil an order, the Supplier has the right at any time stop processing that order and to stop doing any work for a customer if that customer is late in paying any amount due to the Supplier, whether for that or any other order.

10.2 Even after payment in full by the customer, the Supplier shall retain the right to store, use and publish all analytical results in an anonymous form which does not identify the customer.

11. LIMITED WARRANTIES AND RESPONSIBILITIES

11.1 Orders are handled in the conditions available to the Supplier in accordance with the current state of technology and methods developed and generally applied by the Supplier and the results may not always be absolutely precise and/or relevant. Analyses, interpretations, assessments, consulting work and conclusions are prepared with a commercially reasonable degree of care but the Supplier cannot guarantee that these will always be correct or absolute. This limited warranty expires six months after the delivery date of the samples, if the acknowledgement of the order does not specifically state otherwise. In all cases, the customer must independently verify the validity of any results, interpretations, assessments and conclusions supplied by the Supplier, if it wishes to rely on the same in respect of matters of importance and shall do so at its own risk.

11.2 Each analytical report relates exclusively to the sample analysed by the Supplier. If the Supplier has not expressly been mandated and paid for the definition of the sampling plan (including which samples of which raw materials and finished products and at which frequency should be analysed) and the definition of the precise range of analysis to be performed or if the customer has not followed the Supplier recommendations, the Supplier shall not bear any responsibility if the sampling plan and/or the range of analysis to be performed prove to be insufficient or inappropriate.

11.3 The customer is responsible for the proper delivery of samples sent to the Supplier for analysis. Unless otherwise specifically agreed in writing by the Supplier, the Supplier accepts no responsibility for any loss or damage, which may occur to any sample in transit or to any facility or site where logistics services are being delivered. The customer will at all times be liable for the security, packaging and insurance of the sample from its dispatch until it is delivered to the offices or the laboratories of the Supplier. The Supplier will use commercially reasonable care in handling and storing samples, but the Supplier shall not be held responsible for any loss or destruction of samples even after their receipt at its laboratories.

11.4 The customer warrants and represents to the Supplier that all samples sent to the Supplier for analysis are safe and in a stable condition and undertakes to indemnify the Supplier for any losses, injuries, claims and costs which the Supplier, or its personnel, may suffer as a result of any sample not being in a safe or stable condition, notwithstanding that the customer may have given an indication on the sample or any order form of any perceived problem with the sample. The customer must always inform the Supplier in writing prior to shipment and label the packaging, samples and/or containers appropriately, if the samples are dangerous or otherwise of a hazardous nature.

11.5 Unless explicitly agreed in writing by all parties, the contractual relationship shall be between exclusively the customer and the Supplier. There shall be no third party beneficiary or collateral warranty relating to any order and the customer shall indemnify and hold the Supplier harmless from and against any and all third party claims in any way relating to the customer or to the order by the customer.

11.6  If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

a)  without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;

b)  the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this Clause 11.6; and

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

12. LIMITATION OF LIABILITY

12.1 Except to the extent that such limitations are not permitted or void under applicable law and subject at all times to clause 10.2:

(a) the Supplier (together with its workers, office clerks, employees, representatives, managers, officers, directors, agents and consultants and all the Supplier partners and affiliates, the “the Supplier Indemnifying Parties”) shall be liable only for the proven direct and immediate damage caused by the Supplier Indemnifying Party’s breach of its obligations under these Terms and Conditions in connection with the performance of an order and then, only if the Supplier has received written notice thereof not later than six (6) months after the date of the customer’s knowledge of the relevant claim (unless any longer period is prescribed under applicable law and cannot be contractually limited), and

(b) in all cases (whether arising under contract, tort, negligence, strict liability, through indemnification or otherwise), the Supplier Indemnifying Parties’ aggregate liability in respect of all or any claims in relation to an order, and the customer’s exclusive remedy, with respect to the Supplier’s services which fall under these Terms and Conditions in connection with the performance of the order and (ii) ten times the amount the Supplier actually received from the customer in relation to the order up to twenty thousand pounds sterling (£20,000).

12.2 The Supplier Indemnifying Parties shall not be liable for any of the following: (i) loss of business profits; or (ii) depletion of goodwill or other similar losses; or (iii) loss of business opportunities; or (iv) loss of contracts; or (v) loss of revenue; or (vi) loss of anticipated savings; or (vii) loss of or damage to data; or (viii) for any special indirect or consequential losses, costs, charges, expenses or damages incurred by the customer or by any third party. However, the Supplier Indemnifying Parties only exclude and limit their liability as permitted by applicable law. The Supplier Indemnifying Parties do not exclude or limit their liability for death or personal injury caused by their negligence, for their fraudulent misrepresentation or for breach of implied terms under any applicable statute regarding the Supplier’s right to transfer good title (subject at all times to clause 12).

12.3 It is a condition of the Supplier’s acceptance of an order that the customer indemnified the Supplier Indemnifying Parties for any losses, injuries, claims and costs which the Supplier Indemnifying Parties may suffer as a result of arising from or in any way connected with its role under or services or products or software provided pursuant to these Terms and Conditions, except to the extent that the Supplier Indemnifying Parties are required to bear them according to these Terms and Conditions, any by placing an order the customer agrees to provide that indemnification.

12.4  The Supplier is not liable for any reliance the customer places upon the results produced other than where the Supplier negligence can be proved.

12.5  This Clause 12 shall survive termination of the Contract.

13. REPEATED ANALYSIS

Objections to test results can be made within thirty (30) days after the customer receives the results. Upon investigation of the original analytical data and records, the laboratory may or may not see it appropriate to repeat the analysis. If the results of repeat analysis appear to match those of the first, the customer shall bear the cost, including sampling, transportation, analytical and disposal costs for the repeat analysis. Furthermore, a repeated analysis will only be possible only if the Supplier has a sufficient amount of the original sample on hand when it receives the customer’s objection.

14. CONFIDENTIALITY & PROCESSING OF CUSTOMER DATA

14.1 The Supplier shall be entitled to save and process personal or commercial data received from the customer in any way, no matter whether such data stem from the customer directly or from a third party and shall use commercially reasonable efforts to keep such data confidential, in compliance with applicable law.

14.2 The Supplier shall use commercially reasonable efforts to keep all analytical results and service reports confidential, subject to the law and the Supplier’s rights to use them in order to demonstrate its entitlement to payment for services rendered.

14.3 Analytical results are prepared and supplied exclusively for the use of the customer and should not be divulged to a third party for any purposes without the prior written agreement of the Supplier. In addition, the customer is required to maintain secrecy concerning all services provided by the Supplier and their results as well as the composition of products and software delivered by the Supplier. Analysis results are not to be publicly disclosed or exploited without the prior written consent of the Supplier. Even if such prior written consent is given by the Supplier, the customer (a) remains responsible for any consequences due to the divulgence of such results to a third party and any reliance of such third party on such results and (b) hereby agrees to indemnify the Supplier Indemnified Parties against any liability which the Supplier Indemnified Parties may incur as a result of such divulgence or any such third party reliance.

14.4 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 14 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this Clause 14, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the Data Protection Legislation from time to time in force in the UK and any other law that applies in the UK.

14.5 Each party will:

a) Keep confidential and not disclose the other Party’s Confidential Information to any person or entity save as expressly permitted by this Clause 14.

b) Protect the other Party’s Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.

c) Use the other Party’s Confidential Information exclusively in connection with the business between the Parties.

d) Not to use the other Party’s Confidential Information in a manner that could harm the interests of the other Party.

14.6 Client Confidential Information shall include:

a) Any information supplied (whether supplied in writing, orally or otherwise) by one party to the other, that is marked as “confidential” is described as “confidential” or should have been reasonably understood to be confidential;

b) the terms and conditions of the Agreement;

14.7 The obligations set out in this Clause 14 shall not apply to:

a) Confidential Information that is publicly known (other than through a breach of an obligation of confidence);

b) was in the Party’s possession free of any restriction prior to the date of this Confidentiality Agreement.

c) was received by the Party from an independent third party free of any obligation of confidentiality owed by the discloser.

d) Confidential Information that is required to be disclosed by law, or by a governmental authority, stock exchange or regulatory body, provided that the Party subject to such disclosure requirement must:

i) only disclose the Confidential Information to the extent required by law.
ii) where permitted by law given to the other Party prompt written notice of the disclosure requirement.
iii) maintain a documentary record of the discloser requirement, together with a record of the information disclosed where permitted by law and practical in the circumstances.
iv) the disclosure of information under that is required by law shall not cause that Confidential Information to enter the public domain.

14.8 Neither party will make any public disclosure relating to the Agreement (including press releases, public announcements and marketing materials) without the prior written consent of the other Party.

15. DISCLAIMER AND MISCELLANEOUS

15.1 Except as expressly set out in these terms and conditions, all conditions, warranties and other terms (including any implied warranty as to merchantable quality or fitness for a particular purpose) as to the manner, quality and timing of the testing service and results, equipment, products or software supplied by the Supplier are excluded to the maximum extent permitted by applicable law.

15.2 The warranties, obligations and liabilities of the Supplier contained in these terms and conditions are exclusive.

15.3 The Supplier cannot be held liable for delays, errors, damages or other problems caused by events or circumstances which are unforeseen or beyond the Supplier’s reasonable control, or which result from compliance with governmental requests, laws and regulations.

16.  INTELLECTUAL PROPERTY RIGHTS

16.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.

17  TERMINATION

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

a)  the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;

b)  the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction];

c)  the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

d)  the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

17.2  Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

a)  the Customer fails to pay any amount due under the Contract on the due date; or

b)  there is a change of control of the Customer.

17.3   Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in Clause 17.1(b) to Clause 17.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them.

18. CONSEQUENCES OF TERMINATION

18.1  On termination of the Contract  the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.

18.2  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.

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

19. GENERAL

19.1 Assignment and other dealings.

a)  The Supplier 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.

b)  The Customer 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 without the prior written consent of the Supplier.

19.2 These Terms and Conditions may be modified in writing from time to time by the Supplier and orders will be governed by the most recent version of these Terms and Conditions that is in effect at the time the Supplier accepts the order.

19.3 Should a court waive, limit or hold to be invalid, illegal or unenforceable any part of these Terms and Conditions, all other parts shall still apply to the greatest extent possible.

19.4 Failure by either the Supplier or the customer to exercise the right under these Terms and Conditions shall not constitute a waiver or forfeiture of such rights.

19.5 Except as expressly set out in these Terms and Conditions, a person who is not a party to this contract shall not have any rights under or in connection with it.

19.6  Entire agreement.

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

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

c)  Nothing in this clause shall limit or exclude any liability for fraud.

19.7   Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

19.8   A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

19.9  If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

19.10   Notices.

a)  Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office ; or sent by email to the address specified on the website.

b)  Any notice or communication shall be deemed to have been received:

i)  if delivered by hand, on signature of a delivery receipt and

ii)  if sent 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 by the delivery service][;[and]

iii)  if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Clause 19.10(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

c)  This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

19.11 Third party rights.

a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

b) [The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.]

19.12  Governing law.
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

19.13  Jurisdiction.
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.

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