FRAMEWORK SERVICES AGREEMENT – between Tyrenet UK Ltd and Customer

This agreement is dated on the date the Customer submitted a request for service.

Parties

Tyrenet UK Limited incorporated and registered in England and Wales with company number 05011012 whose registered office is at Aviation House, 2 Windward Drive, Liverpool, L24 8QR, UK (Supplier)
You or your business, as input into the application or web form. (Customer)

BACKGROUND

(A) The Supplier is in the business of providing tyres to the Customers and third parties in return for payment.
(B) The Customer wishes to obtain and the Supplier wishes to provide the said tyres on the terms set out in this agreement.

Agreed terms

1. Interpretation

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

Applicable Laws: all applicable laws, statutes, regulation from time to time in force.
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures: as defined in the Data Protection Legislation.
Customer's Equipment: any equipment provided by the Customer, its agents, subcontractors or consultants which is used directly or indirectly in the supply of the tyres.
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).
Statement of Work: a detailed plan, agreed in accordance with clause 3, describing the Additional Services, defined in Clause 2.3, to be provided by the Supplier, the timetable for their performance and the related matters listed in the template statement of work set out in Schedule 1.
Supplier's Equipment: any equipment provided by the Supplier to the Customer and used directly or indirectly in the supply of the Services.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
VAT: value added tax chargeable in the UK.

1.2. Clause, Schedule headings shall not affect the interpretation of this agreement.

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 gender.

1.8. This agreement shall be binding on, and ensure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.

1.9. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.10. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.11. Unless the context otherwise requires, any reference to European Union law that is directly applicable or directly effective in the UK at any time is a reference to it as it applies in England and Wales from time to time including as retained, amended, extended, re-enacted or otherwise given effect on or after 11pm on 31 January 2020.

1.12. A reference to writing or written includes fax and email.

1.13. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.14. A reference to this agreement or to any other agreement or document is a reference to this agreement or such other agreement or document, in each case as varied or innovated from time to time.

1.15. 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.

1.16. 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 date when it has been signed by all the parties and shall continue, unless terminated earlier in accordance with clause 13 (Termination), until either party gives to the other party written notice to terminate.

2.2. The services shall be supplied on a time and materials basis and shall be supplied from the date of this agreement (“the Services”).

2.3. Statements of Work shall be entered into for bespoke services (“Additional Services”).

2.4. The parties shall not enter into any further Statements of Work after the date on which any notice to terminate is served.

3. Services

3.1. All of the Services shall be agreed in the following manner:
(a) the Customer shall ask the Supplier to provide any or all of the Services and provide the Supplier with as much information as the Supplier reasonably requests in order to prepare a draft Statement of Work for the Available Services requested or to commence the Services as the case may be;
(b) following receipt of the information requested from the Customer the Supplier shall, as soon as reasonably practicable either:

(i). inform the Customer that it declines to provide the requested Additional Services;

(ii). provide the Customer with a draft Statement of Work; or

(iii). commence the Services.

4. Supplier's responsibilities

4.1. The Supplier shall use reasonable endeavours to provide the Services to the Customer in accordance with the Customer’s instructions, and shall use reasonable endeavours to provide the Additional Services to the Customer in accordance with a Statement of Work in all material respects.

4.2. The Supplier shall use reasonable endeavours to meet any performance dates and times specified by the Customer in writing or in a Statement of Work but any such dates shall be estimates only and time for performance by the Supplier shall not be of the essence of this agreement.

4.3. The Supplier shall use reasonable endeavours to observe all health and safety and security requirements that apply at any of the Customer's premises or wherever the Customer is located and that have been communicated to it under clause 5.1(d), provided that it shall not be liable under this agreement if, as a result of such observation, it is in breach of any of its obligations under this agreement.

5. Customer's obligations

5.1. The Customer shall:

(a) co-operate with the Supplier in all matters relating to the Services and/or the Additional Services;

(b) provide, for the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer's premises, office accommodation, data, premises where any vehicles are located and other facilities as required by the Supplier including any such access as is specified by Supplier from time to time verbally or in writing or in a Statement of Work;

(c) provide to the Supplier in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or a third party) which are required by Supplier, whether Supplier has requested such documents, information, items and materials or not, in connection with the Services or Additional Services and the Customer shall ensure that they are accurate and complete;

(d) inform the Supplier of all health and safety and security requirements that apply at any of the Customer's premises or where the Customer’s vehicle is located;

(e) ensure that all the Customer's Equipment is in good working order and suitable for the purposes for which it is used and conforms to all relevant standards or requirements;

(f) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable the Supplier to provide the Services or Additional Services, including in relation to the installation of the Supplier's Equipment, the use of all Customer Materials and the use of the Customer's Equipment, in all cases before the date on which the Services or Additional Services are to start;

(g) keep, maintain the Supplier's Equipment in good condition and not dispose of or use the Supplier's Equipment other than in accordance with the Supplier's written instructions or authorisation;

(h) acknowledge that should the Customer’s employee or third party instruct the Supplier to perform activities, such activities shall be deemed by the Supplier to form a part of the Services; and

(i) comply with any additional responsibilities of the Customer as set out verbally or in writing by the Supplier or in the relevant Statement of Work.

5.2. 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.

6. Non-solicitation and employment

6.1. The Customer shall not, without the prior written consent of the Supplier, at any time from the date on which any Services commence to the expiry of 12 months after the completion of such Services, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Supplier in the provision of such Services.

6.2. Any consent given by the Supplier in accordance with clause 6.1 shall be subject to the Customer paying to the Supplier a sum equivalent to 20% of the then current annual remuneration of the Supplier's employee, consultant or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Customer to that employee.

7. Change control

7.1. Either party may propose changes to the scope or execution of the Services or Additional Services but no proposed changes shall come into effect until a relevant Change Order has been signed by both parties. A Change Order shall be a document setting out the proposed changes and the effect that those changes will have on:

(a) the Services and/or Additional Services;

(b) the Charges;

(d) any of the other terms of the relevant Statement of Work.

7.2. If the Customer wishes to make a change to the Services or Additional Services it shall notify the Supplier and provide as much detail as the Supplier reasonably requires of the proposed changes, including the timing of the proposed change.

8. Charges and payment

8.1. In consideration of the provision of the Services and Additional Services by the Supplier, the Customer shall pay the Charges as directed by the Supplier.

8.2. The Customer shall pay each invoice submitted to it by the Supplier within 30 days of receipt to a bank account nominated in writing by the Supplier from time to time.
8.3. 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:

(a) the Customer may be required to 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 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

(b) the Supplier may suspend part or all of the Services and/or Additional Services until payment has been made in full.

8.4. All sums payable to the Supplier under this agreement:

(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

(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).

8.5. All call out Charges shall be paid in full by the Customer.

8.6. It is acknowledged by the Customer that the price list for the tyres may change from time to time and that therefore it is the Customer’s responsibility to validate such price list which shall be available on Supplier’s website which is www.tyrenet.net.

9. Compliance with laws and policies

9.1. In performing its obligations under this agreement, the Supplier shall comply with the Applicable Laws.

9.2. Changes to the Services or Additional Services required as a result of changes to the Applicable Laws shall be agreed via the change control procedure set out in clause 7 (Change control).

10. Data protection

10.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 10 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

10.2. The parties acknowledge that for the purposes of the Data Protection Legislation, the customer is the controller and the Supplier is the processor.

10.3. Without prejudice to the generality of clause 10.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of this agreement.

10.4. Without prejudice to the generality of clause 10.1, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under this agreement:
(a) process that personal data only on the documented written instructions of the Customer unless the Supplier is required by Applicable Laws to otherwise process that personal data. Where the Supplier is relying on the laws of a member of the European Union or European Union Law as the basis for processing personal data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;

(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and

(d) not transfer any personal data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
the data subject has enforceable rights and effective legal remedies;
the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;

(e) assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) notify the Customer without undue delay on becoming aware of a personal data breach;

(g) at the written direction of the Customer, delete or return personal data and copies to the Customer on termination or expiry of the agreement unless required by Applicable Law to store the personal data; and

(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 10 and immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
10.5. The Customer consents to the Supplier appointing a third party processor to process personal data under this agreement. The Supplier confirms that it has entered or (as the case may be) will enter with the third party processor into a written agreement substantially on that third party's standard terms of business and in either case which the Supplier undertakes reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third party processor appointed by it.

10.6. Either party may, at any time on not less than 30 days' notice, revise this clause 10 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

11. Confidentiality

11.1. Each party undertakes that it shall not at any time and for a period of two years after termination or expiry of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by clause 11.2(a).

11.2. Each party may disclose the other party's confidential information:

(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 11; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3. No party shall use the 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.

12. Limitation of liability

12.1. Scope of this clause. References to liability in this clause 12 (Limitation of liability) include every kind of liability arising under or in connection with this agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

12.2. No limitations in respect of deliberate default. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

12.3. No limitation of the Customer's payment obligations. Nothing in this clause 12shall limit the Customer's payment obligations under this agreement.
12.4. Liabilities which cannot legally be limited. Nothing in this agreement limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
12.5. Cap on the Supplier's liability. Subject to clause 12.2 (no limitations in respect of deliberate default) and clause 12.4 (liabilities which cannot legally be limited), the Supplier's total liability to the Customer:

(a) for damage to property caused by the direct negligence of its employees and agents in connection with this agreement shall not exceed the Charges received by the Supplier from the Customer during the preceding 6 months for any one event or series of connected events;

(b) for loss arising from the Supplier's failure to comply with its data processing obligations under clause 12 (Data protection) shall not exceed the Charges received by the Supplier from the Customer during the preceding 6 months for any one event or series of connected events; and

(c) for all other loss or damage which does not fall within subclause (a) or (b) shall not exceed the Charges received by the Supplier from the Customer during the preceding 6 months for any one event or series of connected events.

For the avoidance of doubt, the caps referred to in this clause 12.5 shall be treated in isolation and do not represent a supercap.
12.6. Cap on the Customer's liability. Subject to clause 12.2 (no limitations in respect of deliberate default), and clause 12.4 (liabilities which cannot legally be limited), the Customer's total liability to the Supplier:

(a) for damage to property caused by the negligence of its employees and agents in connection with this agreement shall not exceed the Charges received by the Supplier from the Customer during the preceding 6 months for any one event or series of connected events;

(b) for loss arising from the Supplier's failure to comply with its data processing obligations under clause 10 (Data protection) shall not exceed the Charges received by the Supplier from the Customer during the preceding 6 months for any one event or series of connected events; and

For the avoidance of doubt, the caps referred to in this clause 12.6 shall be treated in isolation and do not represent a supercap.

For the avoidance of doubt, Tyrenet shall have no liability.

12.7. Payment reducing caps. The caps on the Customer's liabilities shall not be reduced by amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.
12.8. Specific heads of excluded loss. Subject to clause 12.2 (No limitations in respect of deliberate default), clause 12.3 (No limitation on the customer's payment obligations), and clause 12.4 (Liabilities which cannot legally be limited), this clause 12.8 specifies the types of losses that are excluded:

loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of use or corruption of software, data or information;
loss of or damage to goodwill;
indirect or consequential loss;
losses incurred as a result of Tyrenet committing an error in its delivery of the Services; and
delays by Tyrnet in arriving with the Customer to perform the Services.

12.9. Exclusion of statutory implied terms. The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 4.1 (Supplier's responsibilities). In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.
12.10. No liability for claims not notified within 6 months. Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

13. Termination

13.1. 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:
the other party commits a material breach of any term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so;

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;
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;
the other party applies to court for, or obtains, a moratorium under Part A1 of the IA 1986;
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);
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);
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;
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;
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;
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 13.1(c) to clause 13.1(j) (inclusive);
the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
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.

13.2. For the purposes of clause 13.1(a)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 of this agreement. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.

13.3. 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 Customer 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; or
there is a change of Control of the Customer.

14. Obligations on termination and survival

14.1. Obligations on termination or expiry

On termination or expiry of this agreement:

the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of the Services or Additional Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
the Customer shall return all of the Supplier's Equipment. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of the Supplier's Equipment. Until the Supplier's Equipment has been returned or repossessed, the Customer shall be solely responsible for its safe keeping; and
the Supplier shall on request return any of the Customer Materials not used up in the provision of the Services.

14.2. Survival

On termination or expiry of this agreement, all existing Statements at Work shall terminate automatically.
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.
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.

15. Force Majeure

15.1. Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation:

acts of God, flood, drought, earthquake or other natural disaster;
epidemic or pandemic;
terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
nuclear, chemical or biological contamination or sonic boom;
any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition;
collapse of buildings, fire, explosion or accident; and
any labour or trade dispute, strikes, industrial action or lockouts;
non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and
interruption or failure of utility service.

15.2. Provided it has complied with clause 15.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

15.3. The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.

15.4. The Affected Party shall:

as soon as reasonably practicable after the start of the Force Majeure Event but no later than 7 days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

15.5. If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 6 weeks, the party not affected by the Force Majeure Event may terminate this agreement by giving 1 weeks' written notice to the Affected Party.

16. Assignment and other dealings

16.1. 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 this agreement.

16.2. The Supplier may at any time assign, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights under this agreement[, provided that the Supplier gives prior written notice of such dealing to the Customer.

17. Variation

Subject to clause 7 (Change control), no variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18. Waiver

18.1. A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

18.2. A failure or delay by a party to exercise any right or remedy provided under this agreement 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 this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

19. Rights and remedies

The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

20. Severance

20.1. 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.

20.2. If any provision or part-provision of this agreement is deemed deleted under clause 20.1 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.

21. Entire agreement

21.1. 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.

21.2. 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 based on any statement in this agreement.

22. Conflict

If there is an inconsistency between any of the provisions of this agreement and the provisions of the Schedules, the provisions of this agreement shall prevail.

23. No partnership or agency

23.1. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

23.2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

24. Third party rights

24.1. Unless it expressly states otherwise, 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.

25. Notices

25.1. Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case).

25.2. Any notice or communication shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address; or

(b) if sent by pre-paid first-class post or other next Business Day delivery services, at 9.00 am on the second Business Day after posting.

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

26. 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.

27. 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.

This agreement has been entered into on the date stated at the beginning of it.

T&Cs