SECTION A: Interpretation and Commencement

1. Interpretation
   • In these Terms and Conditions the following expressions have the following meanings:

• In the Agreement:
  • unless otherwise stated, references to sub-clauses and clauses are to sub-clauses and clauses to the Agreement;
  • the clause headings are for reference only and shall not affect the construction or interpretation of the Agreement;
  • references to statutes, any statutory instrument, regulation or order shall be construed as a reference to such statute, statutory instrument, regulation or order as amended or re-enacted from time to time;
  • any phrase introduced by the term “include”, “including”, “in particular”, “other”, or any similar general term is not limited by any particular examples preceding or following those general terms.
  • if there is any conflict between any of the provisions of the Agreement the conflict shall be resolved in the following order of priority:
    • the terms of the Purchase Order; and
    • the clauses of these Terms and Conditions.
  • The Agreement applies to the exclusion of any other terms that Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
  • All of the clauses of the Agreement shall apply to the supply of both Goods and Services except where the application to one or the other is specified.

2. Acceptance of Purchase Order

• The Purchase Order constitutes an offer by the Customer to purchase the Good and/or Services in accordance with these Terms and Conditions.
• The Purchase Order shall be deemed to be accepted on the earlier of (i) the Supplier issuing a written acceptance of the Purchase Order to the Customer and (ii) the Supplier commencing the performance of the Services or delivering the Goods, at which point the Agreement shall come into existence.
• These Terms and Conditions apply to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which would otherwise be implied by trade, custom, practice or course of dealing.
• Where the Customer and the Supplier agree any special term of the Purchase Order is to prevail over these Terms and Conditions, that special term shall apply only to the extent as referenced on the face of the Purchase Order.

SECTION B: Terms applicable to the supply of Goods

3. Supply of Goods

• The Supplier shall supply to the Customer the Goods.
• The Supplier shall ensure that the Goods:
  • shall conform to the Specification;
  • shall be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by Supplier or made known to Supplier by the Customer expressly or by implication;
  • shall be free from defects in design, materials and workmanship; and
  • are properly packed and secured in such manner as to enable them to reach their destination in good condition.

4. Delivery

• The Supplier shall deliver the Goods:
  • on the date specified in the Purchase Order or otherwise agreed between the parties in writing. The parties agree that time is of the essence for the purposes of the Agreement and that any failure to deliver Goods on the date specified in the Purchase Order shall constitute a material breach within the meaning of clause 14 (Termination);
  • to the delivery location specified in the Purchase Order or such other location as instructed by the Customer before delivery (“Delivery Location“); and
  • during the Customer’s normal hours of business on a Business Day or as otherwise instructed by the Customer.
• The Supplier shall include the following delivery details alongside any Goods delivered:
  • the Supplier’s name and address;
  • the Purchase Order number;
  • the item code;
  • the date of dispatch;
  • a description of the Goods;
  • the name and address of the relevant Customer; and
  • the due date for delivery.
• Delivery of the Goods shall be completed once the Goods have been unloaded at the Delivery Location by the Supplier and the Supplier has obtained a receipt from an authorised officer of the Customer confirming that the Goods have been successfully delivered.

5. Acceptance

• The Customer may reject any Goods delivered to it that do not comply with the provisions of clause 2 (Delivery) above, provided that notice of rejection is given to the Supplier;
  • in the case of a defect that is apparent on normal visual inspection, within 21 of delivery; or
  • in the case of a latent defect, within a reasonable time of the latent defect having become apparent.
• If the Customer fails to give notice of rejection in accordance with clause 1, it shall be deemed to have accepted the Goods.
• If the Customer rejects the Goods under clause 1, then the Customer shall be entitled to require the Supplier to:
  • repair or replace the rejected Goods within a reasonable time; or
  • repay the price of the rejected Goods in full within a reasonable time.
• The provisions of these Terms and Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

6. Title and Risk

• Risk in the Goods shall pass to the Customer on completion of delivery at the Delivery Location.
• Title in the Goods shall pass to the Customer on the earlier of (i) full payment of the Charges in accordance with clause 11 (Charges and Payment), and (ii) completion of delivery at the Delivery Location.

SECTION C: Terms applicable to the supply of Services

7. Duration

The Services shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with the terms of the Agreement, until completion of the Services to the satisfaction of the Customer. 

8. Performance of Services

• The Supplier shall provide the Services to the Customer:
  • in conformance in all respects with the Specification;
  • with the level of skill, care, diligence and foresight which would reasonably and ordinarily be expected from a skilled and experienced contractor engaged in the same or similar type of undertaking to the provision of the Services;
  • using personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that Supplier’s obligations are fulfilled in accordance with the Agreement;
  • in compliance with all health and safety rules and regulations relevant to the Services; and
  • using materials, standards and techniques that are free from defects in workmanship, installation and design.
• The Supplier shall meet any performance dates for the Services specified Purchase Order or otherwise agreed between the parties in writing.

SECTION D: General Terms

9. Warranties

• The Supplier hereby represents, warrants and undertakes that:
  • it shall co-operate with the Customer in all matters relating to the supply of the Goods and/or Services and comply with the Customers instructions;
  • it shall procure, maintain and comply with, all licences, permits, consents and authorisations required in connection with the fulfilment of its obligations under the Agreement;
  • it shall observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer’s premises from time to time and shall take reasonable care to prevent damage or harm to the Customer’s premises, goods, personnel and visitors. The Customer reserves the right to refuse any of the Supplier’s personnel access to the Customer’s premises, which shall only be given to the extent necessary for the performance of the Services and/or delivery of the Goods;
  • it shall not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business;
  • it has full capacity and authority to enter into and to perform the Agreement; and
  • it shall comply with all Applicable Law relating to the fulfilment of its obligations under the Agreement.

10. Customer Remedies

• If Supplier fails to meet any deadlines, performance or delivery dates or milestones set out in the Purchase Order or otherwise agreed between the parties in writing then, without prejudice to any other rights may have under the Agreement, the Customer may:
  • refuse to accept any subsequent delivery of the Goods or performance of the Services which the Supplier attempts to make;
  • purchase substitute goods or services from elsewhere and reclaim from the Supplier any additional costs incurred as a result of procuring such services or goods from a third party instead of the Supplier;
  • hold the Supplier accountable for any loss and additional costs incurred; and/or
  • have any sums previously paid by the Customer to the Supplier in respect of the affected Services or Goods refunded by the Supplier.
• The provisions of this clause 10 shall survive any performance, acceptance or payment pursuant to the Agreement.
• The Customer’s rights under the Agreement are in addition to its rights and remedies implied by statute and common law.

11. Charges and Payment

• In return for the provision of the Goods and/or Services, the Supplier shall be entitled to invoice the Customer for the Charges on the date or milestone or at the frequency specified in the Purchase Order. If no such date, milestone or frequency is specified in the Purchase Order, the Supplier shall invoice the Customer on completion of the Services and/or on the completion of delivery of the Goods at the Delivery Location.
• Unless expressly stated otherwise, any prices or rates contained in the Purchase Order exclude VAT, which the Supplier shall add to its invoices at the appropriate rate.
• The Customer shall make payment to the Supplier within 30 days of receipt from the Supplier of a valid VAT invoice issued and properly due.
• The Customer may, without limiting any other rights or remedies it may have, set off any amounts owed to it by the Supplier against any amounts payable by it to the Supplier.
• The Customer may withhold payment against any invoice which is not submitted in accordance with the Agreement or which covers or purports to relate to obligations which have not been performed in accordance with the Agreement or which it disputes for any other valid reason.
• Interest shall be payable on the late payment of any undisputed Charges properly invoiced in accordance with the Agreement at the rate of 2 percent per annum above the base rate for the time being of the Bank of England, but at 2 percent per annum for any period when the base rate of the Bank of England is below 0 percent. The parties acknowledge and agree that the amounts set out in this clause 6 represent a substantial remedy in terms of the Late Payment of Commercial Debts (Interest) Act 1998.

12. Intellectual Property

• The Agreement shall not assign to either party any Intellectual Property existing as at the Commencement Date or independently developed as part of activities outside the scope of the Agreement whether before or after the Commencement Date.
• The parties hereby agree that all Intellectual Property created by the Supplier or any agent or subcontractor of the Supplier after the Commencement Date in the course of performing the Services (the “Developed IP“) shall on creation of the rights, vest in the Customer. The Supplier assigns (by way of present and, where appropriate, future assignment), or shall procure that any agent or subcontractor assigns (by way of present and, where appropriate, future assignment) all such Intellectual Property with full title guarantee to the Customer.
• The Supplier hereby grants or shall procure the grant to the Customer and its Affiliates an irrevocable, non-exclusive, royalty free licence to use and authorise others to use the Supplier Background IP to the extent necessary to receive and make full use of the Services and fully utilise the Developed IP.
• The Supplier warrants to the Customer that neither the Supplier Background IP, the Developed IP nor the performance of the Services by the Supplier or receipt of the Services by the Customer will infringe the Intellectual Property of any third party.
• The Supplier will indemnify and keep the Customer and its Affiliates indemnified from and against any loss, liability or expense (including legal costs), which arise from a claim that the Supplier Background IP, Developed IP, the performance of the Services by the Supplier or receipt of the Services by the Customer infringes the Intellectual Property of any third party.
• The Customer hereby grants to the Supplier a royalty free licence to make full use of the Customer Background IP and any Developed IP but only to the extent necessary to enable the Supplier to perform its obligations under the Agreement.

13. Liability

• Nothing in the Agreement shall limit either party’s liability:
  • for death or personal injury caused by negligence or breach of duty;
  • for any fraud or fraudulent misrepresentation; or
  • to the extent such limitation or exclusion is not permitted by law.
• Subject to clause 1 above and save as otherwise agreed between the parties in a Purchase Order, the Customer’s total liability to the Supplier whether arising from tort, delict (including negligence), breach of contract or otherwise under or in connection with the Agreement shall in no event exceed the value of any Charges due and unpaid by the Customer at the time of the event giving rise to liability.
• Subject to clause 1 above and save as otherwise agreed between the parties in a Purchase Order, the Supplier’s total liability to the Customer whether arising from tort, delict (including negligence), breach of contract or otherwise under or in connection with the Agreement shall:
  • in respect of any indemnity given under the Agreement or any breach of any duty of confidentiality, be unlimited; and
  • in respect of all other claims, losses or damages, be limited to £5,000,000.
• Subject to clause 1 above, neither party shall have any liability whether arising from tort, delict (including negligence), breach of contract or otherwise for any indirect or consequential loss.

14. Termination

• Either party may terminate the Agreement immediately by giving written notice to the other party if the other party:
  • is in material breach of the Agreement and, where the breach is capable of remedy, the other party fails to remedy such breach within 30 days after service of a notice in writing from the party not in breach specifying the breach and requiring it to be remedied;
  • fails to pay any amount due under the Agreement on the due date for payment and fails to remedy such breach within 30 days after service of a notice in writing from the party not in breach requiring it to be remedied;
  • is in persistent breach of any of the provisions of the Agreement which, in aggregate, reasonably infers that the defaulting party is not capable of performing its obligations in accordance with the provisions of the Agreement;
  • proposes or passes a resolution for its winding up or is subject to an application to, or order or notice issued by, a court or other authority of competent jurisdiction for its winding up or striking off;
  • has an administrator appointed in respect of it or is the subject of an application for administration filed at any court, a notice of appointment of an administrator filed at any court or a notice of intention to appoint an administrator given by any person;
  • proposes, makes or is subject to an arrangement or composition with its creditors generally, an application to a court of competent jurisdiction for protection from its creditors generally or a scheme of arrangement under section 895 Companies Act 2006 (save in the latter case for the purpose of a voluntary reconstruction or amalgamation);
  • has a receiver or a provisional liquidator appointed over any of its assets, undertaking or income;
  • is unable to pay its debts within the meaning of section 123 Insolvency Act 1986; or
  • is the subject of anything analogous to the foregoing events specified in clauses 1.3 to 14.1.7 under the laws of any applicable jurisdiction.
• The Customer may terminate the Agreement at its sole discretion by giving not less than 30 days prior written notice to Supplier.
• Upon termination or expiry of the Agreement for any reason:
  • the Supplier shall repay to the Customer any advance payments made by the Customer relating to the supply of the Services not performed and/or Goods not delivered by the Supplier in accordance with the Agreement;
  • the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest in respect of any Goods and/or Services supplied prior to termination in accordance with the provisions of the Agreement and, in respect of Goods and/or Services supplied in accordance with the provisions of the Agreement but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
  • any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect including clauses 12 (Intellectual Property), 13 (Liability), 16 (Confidentiality), 19 (Alienation and Sub-contracting), 28 (Waiver), 30 (Third Party Rights) and 32 (Governing Law and Jurisdiction).
• The termination or expiry of the Agreement shall not affect any of the 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

• Subject to clause 2 below, any delay in or failure of performance by either party of its obligations under the Agreement shall be not be considered a breach of the Agreement if and to the extent that such delay or failure is caused by acts, events or omissions beyond the reasonable control of that party, including acts of God (including fire, flood, earthquake or other natural disaster), war, riot, sabotage, terrorism, any labour dispute, including strikes, industrial action or lockouts (excluding any labour dispute affecting the Supplier or any subcontractor of the Supplier), epidemics, pandemics or health emergencies (a “Force Majeure Event“). Any time period for performance shall be extended by a period equal in duration to any period during which such performance is excused by this clause 15.1.
• A party that is subject to a Force Majeure Event shall not be in breach of the Agreement provided that:
  • it promptly notifies the other party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance;
  • it could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken, but did not; and
  • it has used all reasonable endeavours to mitigate the effect of the Force Majeure Event to carry out its obligations under the Agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.
• If the Force Majeure Event continues for a period of 30 days or more, the party not affected by the Force Majeure Event may terminate the Agreement by giving notice in writing to the affected party.

16. Confidentiality
    • Each party undertakes that it shall not disclose to any person any Confidential Information, except as permitted by clause 2.
    • Each party may disclose the other party’s Confidential Information:
      • to its Affiliates, employees, officers, agents, consultants or subcontractors (“Representatives”) who need to know this information for exercising the party’s rights or carrying out its obligations under or in connection with the Agreement, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause 16 as though they were a party to the Agreement. The disclosing party shall be responsible for its Representatives’ compliance with the confidentiality obligations set out in this clause 16;
      • as may be required by Applicable Law, a court of competent jurisdiction or any regulatory authority; and
      • to any bona fide prospective lender, investor or purchaser of a party and/or a party’s business, provided that the disclosing party takes all reasonable steps to ensure that such person comply with the confidentiality obligations contained in this clause 16 as though they were a party to the Agreement.
    • Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this Agreement are granted to the other party or to be implied from the Agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property right held, made, obtained or licensable by either party now or in the future.

17. Publicity

• The Supplier shall not, without the prior written permission of the Customer, advertise or disclose to any third party that it is providing Goods and/or Services to the Customer.

18. Corporate and Social Responsibility

• The Supplier shall ensure that neither it nor any of its directors, officers, employees or contractors:
  • has, in relation to the entering into of the Agreement, directly or indirectly done or omitted to do any act which would be or could be construed as an unlawful act under statutory or common law relating to bribery, corruption, fraud, discrimination, human rights, slavery or human trafficking in any jurisdiction including, without limitation, the Bribery Act 2010, the Equality Act 2010, the Human Rights Act 1998 and the Modern Slavery Act 2015.
  • will, in relation to the performance of the Agreement, directly or indirectly do or omit to do any act which would be or could be construed as an unlawful act under statutory or common law relating to bribery, corruption, fraud, discrimination, human rights, slavery or human trafficking in any jurisdiction including, without limitation, the Bribery Act 2010, the Equality Act 2010, the Human Rights Act 1998 and the Modern Slavery Act 2015.
• The Supplier shall implement due diligence procedures for its own suppliers, sub-contractors and other participants in its supply chains, to ensure that there is no slavery or human trafficking in its supply chains.
• The Supplier shall notify the Customer as soon as it becomes aware of:
  • any breach, or potential breach, of any anti-slavery policy which may be notified to the Supplier by the Customer from time to time; or
  • any actual or suspected slavery or human trafficking in a supply chain which has a connection with the Agreement.
• Any breach of clause 1, or a breach of any anti-slavery policy which may be notified to the Supplier by the Customer from time to time, will entitle the Customer to terminate the Agreement immediately by giving notice to the Supplier pursuant to clause 14 (Termination) as being a material failure of the Supplier to perform or comply with its obligations under the Agreement which is not capable of remedy.

19. Assignation and Sub-contracting

• Subject to clause 2 below, neither party shall be entitled to assign or transfer the Agreement or any of its rights or obligations under the Agreement without the prior written consent of the other party.
• The Customer shall be entitled to:
  • transfer or assign all or any part of its rights under the Agreement to any of its Affiliates; and
  • transfer its rights and obligations under this Agreement as part of a transaction involving a change of control of the Customer or a sale or other disposition of all or substantially all of the business or operations of the Customer.
• The Supplier may not sub-contract the whole or any part of the Agreement without the prior written consent of the Customer. Whereupon such consent is provided, the Supplier shall be responsible for the acts, omissions and negligence of its sub-contractors and their respective employees, agents and invites.

20. Data Protection

• In circumstances where the Supplier processes any personal data on behalf of the Customer in performing the Agreement then the parties acknowledge and agree that any personal data collected by or on behalf of the Customer and provided to the Supplier and any personal data collected by Supplier in connection with the Agreement is, and shall remain, the exclusive property of the Customer.
• The Customer and the Supplier acknowledge and agree that the Customer is the data controller and the Supplier is the data processor of any personal data which the Supplier processes on behalf of the Customer for the purposes of, or in connection with, performing the Agreement (“Protected Data“).
• The Customer shall provide the Protected Data to the Supplier solely for carrying out the purposes noted at clause 4.2 below pursuant to the terms of the Agreement.
• The Supplier shall:
  • at all times process the Protected Data in compliance with all Data Protection Laws;
  • except as required by law, only process the Protected Data for the following purposes and for no other purpose:
    • to provide the Services under the Agreement; and
    • to comply with the Customer’s documented instructions from time to time;
  • taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing, implement and maintain, at its cost and expense, appropriate technical and organisational measures to ensure a level of security in respect of the Protected Data processed by it which is appropriate to the risks that are presented by the processing;
  • promptly make such changes to those measures described in clause 4.3 and otherwise take such steps as the Customer reasonably requests the Supplier make or take, to ensure that those measures are sufficient to ensure the Customer’s compliance with Data Protection Laws;
  • ensure that persons authorised by the Supplier to process the Protected Data have committed themselves to appropriate confidentiality obligations in respect of the Protected Data;
  • notify the Customer immediately after becoming suspicious of any unauthorised or unlawful processing, loss of, damage to or destruction of the Protected Data;
  • at the Supplier’s cost, promptly assist the Customer in complying with the rights of data subjects and with the Customer’s obligations relating to data security, data breach notification, data protection impact assessments and related prior consultation procedures taking into account the nature of processing and the information available to the Supplier;
  • on termination of the Agreement or at the request of the Customer at any time, delete or return to the Customer (at the Customer’s discretion) all Protected Data in the possession or control of the Supplier;
  • make available to the Customer all information necessary to demonstrate the Supplier’s compliance with this clause and allow the Customer to audit and inspect the Supplier’s compliance with this clause;
  • keep a record of any processing of Protected Data it carries out on behalf of the Customer and maintain any further records of such processing as the Customer may require to meet its obligations as a data controller and on receipt of a request from the Customer, provide copies of those records to the Customer as soon as is reasonably practicable;
  • immediately inform the Customer if, in the Supplier’s opinion, a documented instruction from the Customer infringes Data Protection Laws; and
  • not transfer the Protected Data to a country outside the UK without the prior written consent of the Customer unless the relevant territory ensures an adequate level of protection under Data Protection Laws.
• The Supplier shall not authorise a third party (sub-contractor) to process Protected Data without the prior written permission of the Customer. If such permission is granted, the sub-contractor’s agreement must (i) impose the same obligations on the sub-contractor as those applying to the Supplier set out in this clause; and (ii) terminate automatically on termination of the Agreement for any reason. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any sub-contractor appointed by it pursuant to this clause 5.
• The Supplier shall at all times indemnify the Customer and keep the Customer indemnified against all losses, damages, costs or expenses and other liabilities (whether direct or indirect) including legal fees incurred by, awarded against or agreed to be paid by the Customer arising from any breach of the Supplier’s obligations under this clause.

21. Insurance

• Without limiting any of its other responsibilities or liabilities under the Agreement, Supplier shall take out and maintain or procure the maintenance for the term of the Agreement and for 12 months thereafter public liability insurance, product liability insurance and/or professional indemnity insurance for such sum and range of cover as shall be prudent and appropriate in all the circumstances, bearing in mind (in particular) the nature and the extent of the Supplier’s obligations and/or liabilities under the Agreement (and in any event in compliance with all compulsory statutory insurance requirements).
• The Supplier shall, on request from the Customer from time to time, provide the Customer with copies of the insurance certificate giving details of the cover, the receipt from the current year’s premium and such other written evidence as is reasonably required by the Customer to confirm the existence of insurance in accordance with this clause 21.

22. Notices

• Any notice, consent or confirmation required to be given by either party to the other under the Agreement shall be:
  • given by hand or sent by first class recorded delivery post to the other party at the registered office address of the party to whom such notice or communication is given, or such other address as may from time to time be notified to the party giving such notice or other communication by the party to whom such notice or other communication is given; or
  • sent by email to such address as may from time to time be notified to the party giving such notice or other communication by the party to whom such notice or other communication is given.
• Notices shall be deemed given:
  • in the case of notice given by hand, when given;
  • in the case of notice given by recorded delivery post, two Working Days after the date of posting; and
  • in the case of email, at the time of transmission or, if this time falls outside the Customer’s normal business hours, when the Customer’s normal business hours resume.

23. Dispute Resolution

In the event of any dispute arising out of or in relation to the Agreement, each of the parties shall use all best endeavours to consult and negotiate with each other, in good faith and, recognising their mutual interests, attempt to reach a settlement of the dispute to the satisfaction of both parties. Within 10 Business Days of a dispute arising the parties shall convene a meeting between persons nominated by each party (the “Appointed Persons“) to attempt to resolve the dispute. If the Appointed Persons do not reach a settlement within 15 Business Days of their first meeting, the dispute shall be managed in accordance with clause 32 (Governing Law and Jurisdiction).

24. No Partnership or Agency

Nothing contained in the Agreement, and no action taken by the parties pursuant to the Agreement, is intended or shall be deemed to constitute a relationship between the parties of partnership, joint venture, principal and agent or employer and employee. Neither party has, nor may it represent that it has, any authority to act or make any commitments on the other party’s behalf or otherwise bind the other party in any way.

25. Severability

If for any reason any provision of the Agreement is or becomes invalid, illegal or unenforceable or is declared as such by any court of competent jurisdiction or any other competent authority such provision shall be deemed deleted from the Agreement and the remaining provisions shall remain in full force and effect.

26. Entire agreement

The Agreement constitutes the entire agreement between the parties and supersedes and replaces any previous agreement, understanding, undertaking or arrangement of any nature between the parties relating to the subject matter of the Agreement. Nothing in this clause shall have effect of limiting or restricting any liability of the parties arising as a result of fraud or fraudulent misrepresentation.

27. Variation

The Agreement shall not be amended and no variation to its terms shall be effective unless such amendment or variation is in writing and is signed by or on behalf of each of the parties.

28. Waiver

Any waiver of any breach of, or default under, the Agreement shall only be effective if made in writing and shall not be deemed to be a waiver of any subsequent breach or default of the Agreement. Any failure or delay on the part of any party to exercise any right or remedy conferred under the Agreement or otherwise shall not in any circumstance operate as a waiver, nor shall any single or partial exercise of any right or remedy preclude or restrict the further exercise of any such right or remedy.

29. Further Assurance

Each party shall from time to time upon the request of the other party execute any additional documents and do any other acts or things which may be reasonably required to give proper effect to the provisions of the Agreement.

30. Benefit of the Agreement

The parties acknowledge and agree that the rights of the Customer under the Agreement shall accrue in favour of, and benefit and be enforceable by the Customer and any Affiliate. Where appropriate, references to the Customer shall be deemed to include references to any Affiliate.

31. Third Party Rights

Subject to clause 30 (Benefit of the Agreement), a person who is not a party to the Agreement has no right to enforce any term of the Agreement and nothing in the Agreement shall confer on any third party any benefit and/or the right to enforce any term of the Agreement, whether under the Contracts (Rights of Third Parties) Act 1999, the Contract (Third Party Rights) (Scotland) Act 2017 or otherwise.

32. Governing Law and Jurisdiction

The Agreement and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Scotland and the parties hereby submit to the exclusive jurisdiction of the courts in Scotland.