The Client is advised to read these terms and conditions carefully and in particular the Client’s attention is drawn to condition 11.
1.1. The definitions and rules of interpretation in this condition apply in these terms and conditions
(Terms and Conditions).
Brief: the brief provided by the Client to Revere detailing the Services to be performed under the Contract or any proposal provided by Revere to the client which is subsequently accepted by the Client;
Charges: the total charges incurred for the provision of Services including but not limited to Revere fees, any expenses reasonably incurred in relation to the provision of Services, costs of materials and costs of any services reasonably and properly provided by third parties and required by Revere for the supply of the Services;
Client: the person, firm or company who purchases Services from Revere;
Concept: the one concept which is chosen by the Client of the number of concepts presented by Revere for Revere to develop as part of the Services;
Concept Deliverables: the Deliverables relating to the Concept;
Contract: Revere's acceptance of the Client's offer under condition 2.2;
Deliverables: all Documents, products, materials and visuals developed by Revere or its agents, subcontractors, consultants and employees in relation to the Services in any form, including computer programs, data, reports and specifications (including drafts);
Document: includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form;
Domain Name: the Internet name which has been registered with the central registration authorities on the Internet on your behalf;
Hosting: the provision of web services associated with the Domain Name on the Internet
In-put Material: all Documents, information and materials provided by the Client relating to the Services including (without limitation), computer programs, data, reports and specifications;
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and Domain Names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
Internet: means the network of interconnected e-communications and computer systems connected by Internet protocol numbers;
Pre-existing Materials: all Documents, information and materials provided by Revere relating to the Services which existed prior to the commencement of the Contract;
Project: any project for the provision of Services as described in a Brief;
Proofs: means any draft Document, design or proof developed by Revere in connection with the Services, including all Concept Deliverables and any other Deliverables whether in physical or electronic form;
Revere: Revere, a company incorporated in England and Wales under company number 8739174;
Services: the Services to be provided by Revere under these Terms and Conditions as set out, from time to time in Briefs, together with any other services which Revere provides, or agrees to provide to the Client from time to time;
Special Conditions: Revere’s terms and conditions in relation to the provision of specific services;
Web Site: the area on Revere’s computer system allocated to the Client for the purpose of this Contract, where Hosting forms part of the Services;
1.2. Headings in these Terms and Conditions shall not affect their interpretation.
1.3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.5. A reference to writing or written includes faxes but not e-mail.
1.6. Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.
2. APPLICATION OF TERMS AND CONDITIONS
2.1. These Terms and Conditions shall:
2.1.1. apply to and be incorporated into the Contract; and
2.1.2. notwithstanding condition 2.4, prevail over any inconsistent terms or conditions contained, or referred to, in the Client's purchase order, Brief, confirmation of order, acceptance of a quotation, or specification or other Document supplied by the Client, or implied by law, trade custom, practice or course of dealing.
2.2. The Client's purchase order, the Brief or the Client's acceptance of a quotation for Services by Revere, constitutes an offer by the Client to purchase the Services specified in it on these Terms and Conditions. No offer placed by the Client shall be accepted by Revere other than:
2.2.1. in writing; or
2.2.2. (if earlier) by Revere starting to provide the Services,
at which time a contract for the supply and purchase of the Services on these Terms and Conditions will be established. The Client's standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order, Brief or other Document shall not govern the Contract.
2.3. Quotations are given by Revere on the basis that no Contract shall come into existence except in accordance with condition 2.2. Any quotation is valid for a period of 30 days from its date, provided that Revere has not previously withdrawn it.
2.4. Special Conditions shall, when applicable, prevail over these Terms and Conditions.
3. COMMENCEMENT AND DURATION
3.1. The Services supplied under the Contract shall be provided by Revere to the Client from the date of acceptance by Revere of the Client's offer in accordance with condition 2.2.
3.2. The Services supplied under these Terms and Conditions shall continue to be supplied until the Project is completed unless terminated earlier in accordance with condition 11.6.
4. SUPPLIER'S OBLIGATIONS
4.1. Revere shall use reasonable endeavors to provide the Services and to deliver the Concept Deliverables to the Client. Time shall not be of the essence for performance of the Services.
4.2. On the basis of the Brief, Revere shall submit to the Client draft materials and proofs together with, if applicable, a revised quotation including additional Charges to the initial quotation.
5. CLIENT'S OBLIGATIONS
5.1. The Client shall:
5.1.1. co-operate with Revere in all matters relating to the Services;
5.1.2. ensure that the terms of the Brief and any order, including any applicable specification, are accurate in all material respects;
5.1.3. provide to Revere, in a timely manner, such In-put Material and other information as Revere may reasonably require and ensure that it is accurate in all material respects;
5.1.4. check and approve in writing any Proofs submitted by Revere and Revere accepts no responsibility or liability whatsoever for any errors (typographical or otherwise) identified once the Proofs have been approved. Revere shall be entitled to charge for all costs and expenses incurred in making any alterations to Proofs once these have been approved. Approval of the Proofs and the revised quotation (submitted under
condition 4.2) by the Client shall constitute authorisation for Revere to proceed to publication and to contract with any third parties on the basis of the revised quotation;
5.1.5. obtain and maintain all necessary licences, permissions and consents and comply with all relevant legislation in relation to the Services and the use of Input Material (including but not limited to registration under the General Data Protection Regulation 2018, where applicable), in all cases before the date on which the Services are to start;
5.1.6. keep secure any login details including name and passwords provided by Revere and shall not pass such information to any unauthorised person. In the event of your login name and password being used by an unauthorised person Revere accepts no liability whatsoever and the Client shall be liable for any additional charges arising therefrom;
5.1.7. ensure that the Services, all marketing communications including for the avoidance of doubt all those created by Revere and any part thereof, comply with all applicable legislation in force in the country in which the Services, all marketing communications or any part thereof are being used or implemented by the Client, including but not limited to competition law, promotional law, legislation relating to incentives and/or tax legislation; and
5.1.8. ensure that it obtains such additional licences or permissions in respect of any and all Intellectual Property Rights in the Concept Deliverables, the Deliverables or the Services as may be necessary after the expiry of the period for which the Charges payable pursuant to these terms and conditions relate.
5.2. Notwithstanding condition 5.1 above, the Client, in addition to the obligations referred to in condition 5.1 shall, where the Services being provided by Revere relate to Hosting:
5.2.1. not perform any action that will reduce performance of our servers;
5.2.2. not upload any virus or other harmful code to the Web Site which could infect any server or other equipment of Revere;
5.2.3. not allow a virus to enter the Internet by allowing internet users to download files containing viruses (knowingly or otherwise) from their web space which is on any server provided by Revere;
5.2.4. not upload any material which infringes the Intellectual Property Rights of any third party. Revere accepts no liability for the Client’s actions in either uploading material to the Internet or in the transferral of any material to other Web Sites (or vice versa);
5.2.5. not upload any material which may be considered which may be contrary to public decency and morality including but not limited to pornographic or overtly tasteless material. Revere reserves the right to inspect the Web Site from time to time and in the event that any unauthorised material has been uploaded Revere reserves the right to inform the relevant authorities and to terminate this agreement forthwith;
5.2.6. not cause or permit or in any way assist in any authorised publication or any dissemination of defamatory material or any material which could be considered to be in breach of the civil or criminal laws of England and Wales;
5.2.7. not commit any act whereby access is gained by the Client to any information or resources of any person, body corporate, partnership, government agency or recognised organisation without first having obtained authority from the requisite person;
5.2.8. not use any servers provided by Revere or Revere’s network to send unsolicited or spam email to other Internet users irrespective of whether Revere is referred to either directly or indirectly in such email;
5.2.9. not to use any servers provided by Revere or Revere’s network either directly or indirectly in any way which may have a detrimental effect on network performance;
5.2.10. not do any act or permit any omission the result of which would have the effect of bringing Revere into disrepute.
5.3. Notwithstanding conditions 5.1 and 5.2 above, the Client, in addition to the obligations referred to elsewhere in these Terms and Conditions shall where the Services being provided by Revere relate to email broadcasting:
5.3.1. ensure that all material or data hosted or stored by Revere on any list operated by the Client from time to time or communicated through such list or using the Service is checked for viruses and other harmful code;
5.3.2. keep back-ups as far as reasonable and practicable of all data hosted by Revere on any list operated by the Client from time to time;
5.3.3. not send email with an invalid “From:” or “Reply-to:” address. All messages sent to the Client’s list must contain valid email addresses and the Client must be responsive to all replies from members of its list, including unsubscribe requests where received manually;
5.3.4. ensure that all list messages include unsubscribe instructions in order that members can unsubscribe themselves from such list;
5.3.5. not refuse or ignore manual unsubscribe requests from members of the Client’s list and shall respond to such requests in a professional and timely manner;
5.3.6. not use Revere for one time mailings to a list of members after which the Client substantially deletes the membership and creates a new list;
5.3.7. ensure insofar as practicable that its membership is a static, permanent list to which the Client adds or deletes new members and/or members subscribe or unsubscribe themselves in the ordinary manner;
5.3.8. ensure that its data complies with all applicable legislation in force in the country in which the data is being generated and/or received, including but not limited to, opt-in data legislation and privacy law.
5.4. If Revere’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Revere shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.
5.5. The Client shall be liable to pay to Revere, on demand, all reasonable costs, charges or losses sustained or incurred by Revere (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to Revere confirming such costs, charges and losses to the Client in writing.
6. HIGH RESOURCE USAGE IN RESPECT OF HOSTING
6.1. Where Revere does not operate a bandwidth capping policy it maintains high levels of bandwidth per Web Site. In the unlikely event that a user utilises Revere’s server resources to such an extent that it may jeopardise server performance and resources (including but not limited to bandwidth, processor utilisation and/or disk space) for other users, then Revere reserves the right to implement the following high resource user policy at Revere’s sole discretion:
6.1.1. where a service is delivered with bandwidth restrictions and/or limitations Revere reserves the right to charge the Client for excess bandwidth used howsoever caused at the rate of 45 pence per gigabyte or part thereof; and
6.1.2. Revere reserves the right to suspend or terminate any Web Site immediately in order to prevent the misuse of our servers and to maintain maximum availability for other users. In such circumstances the Client may be offered alternative hosting options including Revere hosting the Web Site for an additional fee.
7. FOREIGN JURISDICTIONS
7.1. The Web Site may contain references or cross-references to services which are not available outside of England and Wales. Revere does not represent that all Services including content and materials are appropriate or available for use in all geographic locations and accessing such from certain locations may be illegal and prohibited.
7.2. Access to the content materials and services on the Web Site is at the Client’s initiative and Revere shall not be responsible for the Client’s compliance with local or other applicable laws and the Client shall not access the foregoing if prohibited by law.
8. CHARGES AND PAYMENT
8.1. In consideration of the provision of the Services by Revere, the Client shall pay the Charges. After delivery of the Services, Revere shall invoice the Client for the Charges that are then payable, together with VAT, where appropriate.
8.2. Save as provided in any Special Conditions, Revere may supply the Services in separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of these Terms and Conditions, unless otherwise varied and /or provided for in any Special Conditions.
8.3. The Client shall pay each invoice submitted to it by Revere, in full and in cleared funds, within 30 days of receipt. Time for payment shall be of the essence of the Contract.
8.4. Without prejudice to any other right or remedy that it may have, if the Client fails to pay Revere on the due date, Revere may:
8.4.1. charge interest on such sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of Lloyds Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment and the Client shall pay the interest immediately on demand. Revere may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
8.4.2. suspend all Services until payment has been made in full.
8.5. All sums payable to Revere under the Contract shall become due immediately on its termination, despite any other provision. This condition 8.5 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
8.6. Revere may, without prejudice to any other rights it may have, set off any liability of the Client to Revere against any liability of Revere to the Client.
8.7. If for any reason the Client fails to accept delivery of any of the Services when they are ready for supply, the Services shall be deemed to have been supplied and Revere shall be entitled to invoice the Client for those Services.
8.8. Upon request by the Client, Revere will keep any unspent marketing funds that are provided by the Client in a client account. The Client will spend these sums held with Revere against standard Revere services, but under no circumstances can these funds be returned to the Client.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. All Intellectual Property Rights and all other rights in the Pre-existing Materials shall be owned by Revere. The Client acknowledges that, where Revere does not own any Pre-existing Materials, the Client’s use of rights in Pre-existing Materials is conditional on Revere obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle Revere to license such rights to the Client.
9.2. All Intellectual Property Rights and all other rights in the In-Put Material shall be owned by the Client.
9.3. Subject to condition 9.4, as between the Client and Revere, all Intellectual Property Rights and all other rights in the Concept Deliverables shall be owned by Revere. Upon payment of the Charges, Revere licenses all such rights to the Client free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Client to make reasonable use of the Concept Deliverables and the Services. Such licence shall terminate on termination of the Contract under condition 13.1.
9.4. In the event of any Intellectual Property Rights in the Concept Deliverables being owned by a third party, Revere shall use all reasonable endeavours to ensure that on payment of the Charges such third party grants the Client a non-exclusive, worldwide basis to such extent as is necessary to enable the Client to make reasonable use of the Concept Deliverables and the Services.
9.5. In the event that the Client wishes to choose a further concept or concepts in addition to the Concept chosen from those presented by Revere, all Intellectual Property Rights and all other rights in the Deliverables for such additional concepts shall be owned by Revere. Upon payment of an additional fee payable to Revere in respect of the same, Revere shall license all such rights to the Client and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Client to make reasonable use of the Deliverables in the additional concepts. Such licence shall terminate on termination of the Contract under condition 13.1.
9.6. In the event of any Intellectual Property Rights in the Deliverables for any additional concepts being owned by a third party, Revere shall use all reasonable endeavours to ensure that on payment of an additional fee such third party grants the Client a non-exclusive, worldwide basis to such extent as is necessary to enable the Client to make reasonable use of the Deliverables for the additional concepts.
10. CONFIDENTIALITY AND REVERE’S PROPERTY
10.1. The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Client by Revere, its employees, agents, consultants or subcontractors and any other confidential information concerning Revere’s business or its products which the Client may obtain.
10.2. The Client may disclose such information:
10.2.1. to its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out the Client’s obligations under the Contract; and
10.2.2. as may be required by law, court order or any governmental or regulatory authority.
10.3. The Client shall ensure that its employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such information comply with this condition 10.
10.4. The Client shall not use such information for any purpose other than to perform its obligations under the Contract.
10.5. All materials, drawings, specifications and data supplied by Revere to the Client (including Pre-existing Materials) shall, at all times, be and remain the exclusive property of Revere, but shall be held by the Client in safe custody at its own risk and maintained and kept in good condition by the Client until returned to Revere, and shall not be disposed of or used other than in accordance with Revere's written instructions or authorisation.
11. LIMITATION OF LIABILITY
11.1. This condition 11 sets out the entire financial liability of Revere (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Client in respect of:
11.1.1. any breach of the Contract;
11.1.2. any use made by the Client of the Services, the Deliverables or any part of them; and
11.1.3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
11.2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
11.3. Nothing in these Terms and Conditions limits or excludes the liability of Revere:
11.3.1. for death or personal injury resulting from negligence; or
11.3.2. for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by Revere; or
11.3.3. for any liability incurred by the Client as a result of any breach by Revere of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982.
11.4. Without prejudice to condition 11.3, Revere shall not be liable to the Client for any loss of profit, loss of business, loss of goodwill, or loss of anticipated savings, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the provision of the Services. It is the Client’s responsibility to take out relevant insurance in respect of any of the losses mentioned in this condition 11.4 if the Client requires such protection.
11.5. Without prejudice to conditions 11.3 and 11.4 above, Revere’s total liability arising under or in connection with the provision of the Services, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall be limited to the amount of the Charges paid by the Client with respect to the Services that caused the relevant damage or loss.
11.6. Revere does not warrant or guarantee the success of any marketing program presented to the Client.
11.7. Revere shall not be liable for any unauthorised use of any Concept Deliverables, other Deliverables or Services, which results in a breach by the Client in respect of any Intellectual Property Rights following the expiry of any original licence period for which the Charges payable pursuant to these terms and conditions relate.
12.1. The Client shall indemnify and keep indemnified Revere from and against any and all proceedings, claims, damages, losses, expenses or liabilities which Revere may incur or sustain as a direct or indirect result of or in connection with any information, representation, reports, data or materials supplied to or approved by the Client, including liability under the Trade Descriptions Act 1968 or any other statutes and regulations arising directly or indirectly in connection with the Client’s products or services; and
12.2. The Client shall indemnify and keep indemnified Revere from and against any and all proceedings, claims, damages, losses, expenses or liabilities which Revere may incur or sustain as a direct or indirect result of or in connection with the Client’s breach of the Contract and/or these Terms and Conditions, its use or misuse of the Services, any claims by third parties as to ownership or other rights arising in any way by the Client infringing (whether innocently or knowingly) third party rights including but not limited to Intellectual Property Rights.
13.1. Without prejudice to any other rights or remedies which the Parties may have, either party may terminate the Contract without liability to the other immediately on giving notice to the other if:
13.1.1. the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
13.1.2. the other party commits a material breach of any of the terms 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 of the breach; or
13.1.3. if the other party whilst insolvent compounds or proposes or enters into any re- organisation or other special arrangement with its creditors or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
13.1.4. a petition is presented for an order or an order is made or an effective resolution is passed or any analogous proceedings are taken for the winding up of the other Party or it ceases carrying on all or a material part of its business; or
13.1.5. a sale, transfer, assignment or liquidation of a substantial portion of the other party’s equity or business assets or a change in control of the other Party’s management or business occurs; or
13.1.6. 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 condition 13.1.3 to condition 13.1.5 (inclusive).
13.2. On termination of the Contract for any reason:
13.2.1. the Client shall immediately pay to Revere all of Revere's outstanding unpaid invoices and interest and, in respect of Services supplied or disbursements incurred but for which no invoice has been submitted, Revere may submit an invoice, which shall be payable immediately on receipt;
13.2.2. the Client shall, within a reasonable time, return all of Revere Pre-existing Materials and Deliverables. If the Client fails to do so, then Revere may enter the Client's premises and take possession of them. Until they have been returned or repossessed, the Client shall be solely responsible for their safe keeping; and
13.2.3. the accrued rights and liabilities of the Parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
13.3. On termination of the Contract (however arising), conditions 8.6, 9, 10, 11, and 23 shall survive and continue in full force and effect.
14. FORCE MAJEURE
Revere shall have no liability to the Client under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of Revere or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
15.1. Revere may, from time to time and without notice, change the Services in order to comply with any applicable statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services. Revere may, from time to time and subject to Client’s prior written consent, which shall not be unreasonably withheld or delayed, change the Services, provided that such changes do not materially affect the nature or quality of the Services and, where practicable, will give the Client at least two months’ notice of any change.
15.2. Subject to condition 15.1, no variation of the Contract or these Terms and Conditions or of any of the documents referred to in them shall be valid unless it is in writing and signed by or on behalf of each of the Parties.
16.1. A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
16.2. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
17.1. If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.
17.2. If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
18. ENTIRE AGREEMENT
18.1. The Contract constitutes the whole agreement between the Parties and supersedes all previous agreements between the Parties relating to its subject matter.
18.2. Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract), as provided in the Contract.
18.3. Nothing in this condition 18 shall limit or exclude any liability for fraud.
19.1. The Client shall not, without the prior written consent of Revere, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
19.2. Revere may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
19.3. Each party that has rights under the Contract is acting on its own behalf and not for the benefit of another person.
20. NO PARTNERSHIP OR AGENCY
Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the Parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
21. RIGHTS OF THIRD PARTIES
A person who is not a party to the Contract shall not have any rights under or in connection with it.
22.1. Any notice or other communication required to be given under the Contract shall be in writing and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery or by commercial courier to the other party and for the attention of the person specified by the relevant party by notice in writing to the other party.
22.2. Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address and for the contact referred to in Schedule 2 or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
22.3. This condition 22 shall not apply to the service of any in any proceedings or other documents in any legal action.
22.4. A notice or other communication required to be given under the Contract shall not be validly served if sent by e-mail.
23. GOVERNING LAW AND JURISDICTION
23.1. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.
23.2. The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter or formation (including non-contractual disputes or claims).
Date: October 2022