AGREED TERMS: SERVICE CONTRACT

1. Interpretation

The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions:

• Annual Service: the annual service performed by the Supplier under this agreement, in accordance with clause 3.2 and as detailed in Part 1 of Schedule 1.
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• Annual Services Charges: the charges payable in consideration of the provision of the Annual Services, as set out in Part 2 of Schedule 1.
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• Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
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• Business Hours: the period from 8.30 am to 5.30 pm on any Business Day.
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• Charges: The charges to be paid for the Services under clause 7.
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• Commencement Date: the date of this agreement.
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• Confidential Information: any information, which by its nature is confidential, concerning the business, affairs, customers, clients or suppliers of the other party.
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• Contract Year: Any 12-month period starting on the Commencement Date and on each anniversary of the Commencement Date.
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• Equipment: the equipment specified in Part 1 of Schedule 2.
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• Excluded Causes:
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• a) a defect in the manufacturer’s design of the Equipment.
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• b) faulty materials or workmanship in the manufacture of the Equipment;
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• c) the use of the Equipment with equipment or materials not supplied or approved in writing by the Supplier or the manufacturer;
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• d) any maintenance, alteration, modification or adjustment performed by persons other than the Supplier or its employees or agents unless approved in writing by the Supplier;
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• e) the Customer or third party moving the Equipment unless approved in writing by the Supplier;
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• f) the use of the Equipment in breach of any of the provisions of the agreement under which the Equipment was supplied;
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• g) a failure, interruption or surge in the electrical power or its related infrastructure connected to the Equipment.
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• h) a failure or malfunctioning of the air conditioning or other environmental controls required for the normal operation of the Equipment, or an error or omission in the correct use of that air conditioning or other environmental controls by the Customer;
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• i) the Customer’s neglect or misuse of the Equipment; or
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• j) the Supplier reasonably considers that the Equipment is Unsuitable.
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• Excluded Services: any Services required to restore any defect or malfunctioning or failure in the Equipment to Good Working Order where the defect or malfunctioning or failure results from or is caused by any of the Excluded Causes.
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• Extended Term: has the meaning given in clause 2.

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• Good Working Order: operating in accordance with the applicable specification of the manufacturer of the Equipment.
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• Initial Term: has the meaning given in clause 2.
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• Location: the location(s) of the Equipment as specified in Part 2 of Schedule 2, or any other location as may be agreed by the parties in writing from time to time.
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• Repair Services: any repair services performed by the Supplier to restore the Equipment to Good Working Order under this agreement in accordance with clauses 3.3 or 3.4 and as detailed in Part 3 of Schedule 1.
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• Repair Services Charges: the charges payable in consideration of the provision of any Repair Services, to be calculated in accordance with Part 4 of Schedule 1, as varied from time in accordance with clause 7.4.
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• Response Time: the applicable response time set out in Part 3 of Schedule 1.
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• Services: the Annual Service and the Repair Services.
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• Spare Parts: all spare components and subassemblies of the Equipment supplied for installation in the Equipment as part of the provision of the Services.
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• Term: the Initial Term together with all Extended Terms.
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• Unsuitable: has the meaning given in clause 2.2.
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• VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.
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• 1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
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1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

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

1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8 A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.

1.9 A reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provisions.

1.10 A reference to writing or written includes email.

1.11 References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.

1.12 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.

2. Commencement and duration

• 2.1 This agreement shall commence on the Commencement Date. Unless terminated earlier in accordance with clause 10, this agreement shall continue for one year (Initial Term) and shall automatically extend for one year (Extended Term) at the end of the Initial Term and at the end of each Extended Term.  Either party may give written notice to the other party, not later than 90 days before the end of the Initial Term or the relevant Extended Term, to terminate this agreement at the end of the Initial Term or the relevant Extended Term, as the case may be.

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• 2.2 The Customer shall provide the Supplier with full details of the Equipment prior to the commencement of the agreement, to include details of the age, description, and condition of the Equipment. The Supplier reserves the right to carry out a full inspection of the Equipment prior to the commencement of the agreement.  Upon such inspection, if the Supplier reasonably considers that the Equipment cannot be maintained in Good Working Order by maintenance and/or the provision of Spare Parts, or the Equipment is damaged beyond economic repair or is hazardous or not suitable for the Services (Unsuitable), the Supplier may (without affecting any other right or remedy available to it):-
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a) notify the Customer of an increase in the Annual Service Charges and/or Repair Services Charges, or an amendment to the Equipment listed in Part 1 of Schedule 2; and/or

• b) where practicable, postpone the commencement of this agreement until such time as the Equipment is remedied by the Customer so that it is no longer Unsuitable and in such circumstances the Supplier shall not be liable to the Customer for any loss, costs or expenses incurred by the Customer, and the Customer shall pay the Supplier’s losses, charges, costs and expenses incurred in connection with its inspection of the Equipment including administration costs.
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• 2.3 During the period of this agreement, if the Supplier reasonably considers that the Equipment is Unsuitable, the Supplier may (without affecting any other right or remedy available to it, including (without limitation) its rights under clause 10.3) remove the Unsuitable Equipment from the scope of the agreement, and the agreement shall continue to apply only in respect of any remaining Equipment at the Supplier’s amended prices for the Annual Service Charges and the Repair Services Charges, as notified to the Customer in writing. Such amended prices shall take immediate effect, whether the Customer confirms its approval, or fails to object to the amended prices within 7 Business Days.
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• 3. Supplier’s obligations
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• 3.1 Supply of Services. During the Term, the Supplier shall supply the Services to the Customer.
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• 3.2 Annual Service. A representative of the Supplier shall attend the Location every Contract Year to provide the Annual Service. The Supplier’s representative shall use all reasonable endeavours to perform the Annual Service during Business Hours at such times as may be agreed in advance between the Customer and the Supplier from time to time, subject to clause 3.7.
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• 3.3 Equipment malfunction – Repair Services arising from Annual Service. If, during the course of the Annual Service, the Supplier’s representative discovers that the Equipment is defective or is malfunctioning or has failed or is not otherwise in Good Working Order, the representative will use all reasonable endeavours to repair it during that visit at the Location and the Customer shall pay the Repair Services Charges relating to such Repair Services.  If such repair is not reasonably practicable (or it is not reasonably practicable to do so during Business Hours) the Supplier’s representative shall either arrange for a further visit to the Location within Business Hours to complete the Repair Services, or arrange for the removal of the Equipment (or part of the Equipment, if applicable) for completion off-site. 
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• 3.4 Equipment malfunction – Repair Services at other times during the Term. On the Customer informing the Supplier that the Equipment is defective or is malfunctioning or has failed or is not otherwise in Good Working Order at any time during the Term (other than during the course of the Annual Service), the Supplier shall use all reasonable endeavours to ensure that one of its representatives shall attend the Location during Business Hours within the relevant Response Time to perform the Repair Services, subject to clause 3.7. 
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• 3.5 Further site visits or repair off-site. Where it is not reasonably practicable for the Supplier’s representative to complete the Repair Services at the Location on their first visit the Supplier’s representative shall arrange for a further visit to the Location within Business Hours to complete the repair.
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• 3.6 Liability for delay if Customer refuses off-site testing or repair. The Supplier shall not be liable for any delay in providing the relevant Services if in the Supplier’s reasonable opinion it needs to remove the Equipment (or part of the Equipment, if applicable) for testing or repair off-site and the Customer unreasonably refuses this request.
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• 3.7 Time for Performance. The Supplier shall not be liable for any losses caused by a delay to the performance of the Services (whether caused by the Customer or the Supplier) and the time for performance of the Services shall not be of the essence of this agreement.
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• 4. Spare parts
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• 4.1 Supply of Spare Parts. The Supplier shall supply and fit at the Customer’s cost such Spare Parts as required to maintain the Equipment in Good Working Order or to restore the Equipment to Good Working Order.

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• 4.2 Quality of Spare Parts and transfer of title in Spare Parts. All Spare Parts shall be either new, or reconditioned or reassembled Spare Parts which are equivalent to new Spare Parts in performance.  The Supplier will transfer to the Customer, with full title guarantee and free from all third party rights, all the Spare Parts that it provides to the Customer, and the Spare Parts shall become part of the Equipment upon their installation in the Equipment.
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• 5. Customer’s obligations
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• 5.1 Proper use of Equipment. The Customer shall at all times during the Term:
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• a) use the Equipment only in accordance with the instructions and recommendations of the manufacturer of the Equipment or as may be advised from time to time by the Supplier;
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• b) permit only trained and competent personnel to use the Equipment;
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• c) notify the Supplier promptly if the Equipment is discovered to be defective or malfunctioning or has failed or is otherwise not in Good Working Order;
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• d) keep the Equipment in the environmental conditions recommended by the manufacturer of the Equipment or as may be advised from time to time by the Supplier;
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• e) not allow any other person than the Supplier’s representatives to adjust, maintain, repair, replace or remove the Equipment or any part of it, unless otherwise agreed in writing by the Supplier; and
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• f) not move the Equipment from the Location without the prior written consent of the Supplier (such consent not to be unreasonably withheld or delayed).
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5.2 Access to Location and Equipment. The Customer shall ensure that the Supplier’s representatives have full and free access to the Location and to the Equipment and to any records of its use kept by the Customer, and shall provide them with adequate and safe working space and facilities as are reasonably required to enable the Supplier to perform its obligations under this agreement.

5.3 Provision of information to Supplier. The Customer shall provide the Supplier with such information concerning the Equipment, its application, use, location and environment as the Supplier may reasonably request to enable it to perform its obligations under this agreement.

• 5.4 Safety. The Customer shall take all such steps as may be necessary to ensure the safety of any of the Supplier’s representatives when attending the Location.
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• 5.5 Malfunction reports. The Customer shall report that the Equipment is defective or malfunctioning or has failed or is otherwise not in Good Working Order either in writing or by telephone, or in such manner as the Supplier may reasonably require from time to time.
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• 5.6 Delay due to Customer. If the Supplier’s performance of its obligations under this agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, the Supplier shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer, and the recovery of all losses, charges, costs and expenses (including administration costs) resulting from such delay. 
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• 5.7 Cancellation of Services Appointment. Any cancellation of an appointment to supply Services must be made by the Customer in writing not less than 3 clear Business Days between the date of notice and the date of the appointment.  If the Customer cancels an appointment in breach of this clause, the Supplier shall be entitled to recover all losses, charges, costs, and expenses incurred in connection with such breach (including administration costs), without prejudice to any other right or remedy it may have.
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• 5.8 Customer Liability. If the Customer:-
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a) fails to provide access to the Location and the Equipment under clause 5.2; or

b) makes an appointment for the supply of Repair Services for an issue which is an Excluded Cause, or where the Equipment is in Good Working Order and no material fault is detected

the Supplier shall be entitled to recover all losses, charges, costs and expenses incurred in connection with such breach or such appointment (including administration costs), without prejudice to any other right or remedy it may have.

6. Excluded Services

• 6.1 No obligation to perform Excluded Services. The Supplier is not obliged to perform any Excluded Services.
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• 6.2 Payment for Excluded Services. Where the Supplier is performing or has performed the Excluded Services in circumstances where it is established that the Equipment was not in Good Working Order due to any of the Excluded Causes, the Supplier may charge, and the Customer shall pay, the Repair Services Charges in respect of that work whether or not it is possible to restore the Equipment to Good Working Order, and the Supplier shall be entitled to recover all losses, charges, costs and expenses incurred in connection with such work (including administration costs), without prejudice to any other right or remedy it may have.
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• 7. Charges and payment

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• 7.1 Annual Service Charges. In consideration of the performance of the Annual Service the Customer shall pay to the Supplier the Annual Service Charges.
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• 7.2 Repair Services Charges. In consideration of the performance of any Repair Services the Customer shall pay to the Supplier the Repair Services Charges.
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• 7.3 Time and materials. Where the Charges are calculated on a time and materials basis:
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• a) the Supplier’s daily fee rates for each individual person as set out in Part 1 and/or Part 3 of Schedule 1 shall be calculated on the basis of an eight-hour day, worked during Business Hours;
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• b) the Supplier shall ensure that every individual whom it engages on the Services completes time sheets to record time spent on the Services, and the Supplier shall indicate the time spent per individual in its invoices.
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• 7.4 Charges review. The Supplier may review the Charges upon any change to the Equipment and/or Location(s), and on an annual basis, and will notify the Customer in writing of any proposed change of the Charges upon the change to the Equipment and/or the Location(s), or one month before each anniversary of the Commencement Date (in the case of an annual review), as appropriate. In the absence of any objection from the Customer to the change of the Charges within 7 Business Days, such change shall take effect immediately (in the case of any change to the Equipment and/or Location(s)), or on the relevant anniversary date (in the case of an annual review).  The Supplier shall also review the Charges upon any material change to the scope of the Customer’s business.
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• 7.5 Invoices and Payment. The Supplier shall invoice the Customer for the total of the Annual Service Charges and Repair Services Charges in equal monthly installments, and the Customer shall pay equal monthly installments of the Annual Service Charges and Repair Service Charges by direct debit to the Supplier’s account.  The Supplier shall raise any invoice for any costs arising in respect of the Annual Service Charges and Repair Services that are excluded from those charges in accordance with  Schedule 1 parts 1 and 3 as soon as reasonably practicable and such invoice shall be payable within 30 days of the date of invoice. Time for payment shall be of the essence of this agreement.
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• 7.6 Failure to pay. Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier any sum due under this agreement on the due date:
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• a) the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.8(a) 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%; and
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• b) the Supplier may suspend all or part of the Services until payment has been made in full.
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• 7.7 Tax and set-off. All sums payable to the Supplier under this agreement:
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• a) are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and
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• b) 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).
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• 7.8 Cost of Spare Parts and Delivery Costs. Unless otherwise stated in Part 1 and/or Part 3 of Schedule 1 or agreed in writing by the Supplier, the Annual Service Charges and Repair Services Charges do not include the costs of Spare Parts or their delivery, and the Customer shall pay such costs in addition to the Annual Service Charges and Repair Services Charges.
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• 8. Warranties
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• 8.1 Supplier’s Warranty.  The Supplier warrants on an ongoing basis that:
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• a) it shall perform the Services with reasonable skill, care and diligence; and
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• b) all Spare Parts and equipment supplied or used in the course of the provision of the Services shall operate materially in accordance with their technical specifications
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• but otherwise all warranties, conditions and other terms implied by statute are, to the fullest extent permitted by law, excluded from this agreement.
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• 8.2 Authorised Signatory. The person(s) who signs this agreement on behalf of the Customer warrant(s) that they have the appropriate and necessary authority to do so and by signing are entering the Customer into a binding contract with the Supplier on the terms of this agreement. Where two or more persons are named as the Customer, their liability shall be joint and several. 
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• 9. Limitation of liability
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• 9.1 Insurance. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
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• 9.2 Scope of limitations of liability. The restrictions on liability in this clause 9 apply to every liability arising under or in connection with this agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
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• 9.3 No limitation of the Customer’s payment obligations. Nothing in this clause 9 shall limit the Customer’s payment obligations under this agreement.
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• 9.4 Unlimited liability. Nothing in this agreement limits any liability which cannot legally be limited, including liability for:
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• a) death or personal injury caused by negligence;
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• b) fraud or fraudulent misrepresentation; and
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• c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

• 9.5 Total aggregate liability of Supplier. Subject to clause 9.4, the Supplier’s total aggregate liability under this agreement:-
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• a) for damage to property caused by the negligence of its employees and sub-contractors in connection with this agreement shall not exceed £5,000,000 for any one event or series of connected events; and
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• b) for all other loss or damage, shall be limited in each Contract Year, to 100% of the total charges that have been paid by the Customer in respect of the Services in the applicable Contract Year.
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• 9.6 Exclusions of liability. The following types of loss are wholly excluded for the purposes of this agreement:
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• (i) Loss of profits.
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• (ii) Loss of sales or business.
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• (iii) Loss of agreements or contracts.
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• (iv) Loss of anticipated savings
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• (v) Loss of or damage to goodwill.
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• (vi) Indirect or consequential loss.
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• 10. Termination
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• 10.1 Termination by either party. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
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• a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
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• b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
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• c) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
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• d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986;
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• e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;
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• f) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
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• g) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company, limited liability partnership or partnership);
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• h) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
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• i) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
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• j) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
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• k) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
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• l) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.1(d) to clause 10.1(k) (inclusive);
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• m) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
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• n) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.
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• 10.2 Material breach. For the purposes of clause 10.1(b), material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from a substantial portion of this agreement over the Term. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding. 
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• 10.3 Termination by Supplier. Without affecting any other right or remedy available to it, the Supplier may terminate this agreement with immediate effect by giving written notice to the Customer if the Supplier reasonably determines that the Equipment is Unsuitable. Without affecting any other right or remedy available to the Supplier, upon any termination by the Supplier under this clause 10.3, the Customer shall pay the Supplier’s losses, costs and expenses incurred in connection with its inspection of the Equipment and its determination that the Equipment is Unsuitable, including administration costs.
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• 11. Consequences of termination and survival
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• 11.1 Unpaid invoices and survival. On termination or expiry of this agreement:
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• a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt; and
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• b) any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect. 
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• 11.2 Accrued rights. Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
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• 12. Confidentiality
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• 12.1 No disclosure of Confidential Information. Each party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.2.
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• 12.2 Exceptions. Each party may disclose the other party’s Confidential Information:
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• a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement.  Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 13; and
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• b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
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• 12.3 Restrictions on use of Confidential Information. No party shall use any other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
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• 13. General
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• 13.1 Force majeure. Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.  If the period of delay or non-performance continues for three months, the party not affected may terminate this agreement by giving 30 days’ written notice to the affected party.
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• 13.2 Assignment and other dealings. This agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
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• 13.3 Entire agreement
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• a) This agreement 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.
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• b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
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• 13.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
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• 13.5 Severance
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• a) If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
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• b) If any provision or part-provision of this agreement is deemed deleted under clause 13.5(a) the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
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• 13.6 Variation. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
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• 13.7 Third party rights
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• a) This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
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• b) The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.
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• 13.8 Conflict. If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.
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• 13.9 Notices
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• a) Any notice given to a party under or in connection with this agreement shall be in writing and shall be:
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• (i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
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• (ii) sent by email to the address notified to the other party.
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• b) Any notice shall be deemed to have been received:
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• (i) if delivered by hand, at the time the notice is left at the proper address;
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• (ii) if sent by pre-paid first-class post, at 9.00 am on the second Business Day after posting; or
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• (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 13.9(b)(iii), business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.
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• c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
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• 13.10 Governing law. This agreement 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.
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• 13.11 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 this agreement or its subject matter or formation.