These Terms and Conditions apply to the Contract between the Supplier and the Customer.

1. Definitions and Interpretation

1.1. Definitions
“Access Codes” any user name, password and other identifying information by which the Customer access the Services.
“Agreement” the agreement between the Supplier and the Customer for the purchase of the Services in accordance with these terms and conditions.
“Business Day“ a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“Business Hours“ the period from 9.00 am to 5.00 pm on any Business Day.
“Commencement Date“ the date the Agreement commences, being the earlier of the date the Supplier confirms acceptance of the Customer's request for Services in writing (including by email) and the date the Services commence.
“Customer” the person, firm, company or other entity to whom the Supplier shall supply the Services under the Agreement.
“Customer System” the information technology system (including any application or tool) owned or operated by the Customer from or through which the Data is received/stored by the Customer and used by the Customer/ a User in accordance with this Agreement.
“Data“ the data or information, in whatever form, the provision of which comprises (or is comprised within) the Services.
“Data Protection Legislation“ all applicable laws, regulations, legislative and regulatory requirements and codes of practice applicable to the Processing of Personal Data including, without limitation the UK Data Protection Act 1998 and any regulations or instruments thereunder, Directive 95/46/EC of the European Parliament and of the Council of October 24 1995 and any successor legislation (including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data as applicable as of 25 May 2018).
“Documentation“ any document made available to Customer by the Supplier (in hard copy and electronic format) which sets out a description of the Services.
“Fees” the fees payable by the Customer to the Supplier under this Agreement as set out in the Documentation or as otherwise agreed between the parties in writing from time to time.
“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 goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semi-conductor 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.
“Liability” any and all liability of the Supplier in contract, tort (including without limitation, negligence) or otherwise whether arising out of, in connection with or in relation to the Services or otherwise under or in connection to this “Agreement”.
“Permitted Use“ has the meaning given in clause 3 (Permitted Use).

“Personal Data“ shall have the meaning given in the applicable Data Protection Legislation.
“Service(s)” the Data licensing and related services to be provided by the Supplier under this Agreement, as more particularly described in the Documentation.
“Supplier” Haynes Group Limited trading as HaynesPro (Company registration number 00659701) whose registered office is at Sparkford, Yeovil, Somerset, BA22 7JJ.
“Term“ the term of this Agreement, being the period from the Commencement Date until the Agreement is terminated in accordance with clause 12.
“User” any person (including without limitation any employee of the Customer) who accesses the Data using the Customer System with the full authorisation of the Customer, and whose details are fully available to the Supplier on request.
1.2. Interpretation
Clause headings in this Agreement are for ease of reference only and do not affect the construction of any provision and references in this Agreement to clauses are to clauses in these terms and conditions and references in this Agreement to paragraphs are to paragraphs in the Agreement and the Licence.

2. Services

2.1. During the Term the Supplier shall supply the Services to the Customer and the Customer shall pay to the Supplier the Fees to use the Services. Each party shall comply with their obligations set out in this Agreement.
2.2. Licence:
The Supplier grants to the Customer a non-exclusive, non-transferable, revocable licence for the Permitted Use only during the Term of this Agreement, to:
a. access and view Data;
b. store the Data on the Customer System; and
c. distribute the Data to Users on the Customer System and only such other persons as are agreed in writing by the Supplier.
Except as expressly provided in this Agreement, the Customer shall not:
d. use the Services (wholly or in part) in its products or services; or redistribute the Services (wholly or in part).
2.3. Except as expressly provided in this Agreement, the Customer shall not:
a. use the Services (wholly or in part) in its products or services or on any device other than the Customer System; or
b. redistribute the Services (wholly or in part).

3. Permitted Use

3.1. The Customer shall only use the Services (including the Data) in connection with the Customer's commercial business purpose as at the Commencement Date and / or as otherwise set out in the Documentation (the "Permitted Use"). If the Customer's business purpose changes it is the Customer's responsibility to advise the Supplier immediately and to ensure that the revised business purpose is acceptable to the Supplier under the terms of the Supplier's license with its Data providers.
3.2. In the event of the Customer using the Data for purposes other than the Permitted Use, the Supplier shall have the right to terminate the Agreement as set out in Clause 12 (Termination).

4. Fees and Payment

4.1. Fees
In consideration of the Supplier granting the Licence [and supplying the Services] to the Customer, the Customer shall pay to the Supplier the Fees.
4.2. Payment
a. The Customer shall pay the Fees in full and cleared funds monthly in advance in accordance with this clause 4 and any payment terms set out in the Documentation.
b. Payment of the Fees shall be made to the Supplier's account details set out in the Documentation or as otherwise notified to the Customer from time to time.
c. The Customer must pay all amounts due under the Agreement in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
d. If the Customer fails to pay the Fees the Supplier may, without liability to Customer, disable Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while any Fees remain unpaid.
e. Interest shall accrue on a daily basis on any overdue amounts at an annual rate equal to 4% over the then current base lending rate of Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
f. We use a range of third-party companies who provide hosting, web design, content management, email commerce platforms and credit card processing companies to bill users for goods and services. We do not retain, share, store or use personally identifiable information for any secondary purposes beyond filling your order. For Digital subscription products, your personal information may be stored, so we can contact you to see if you wish to renew your subscription product.
4.3. VAT and Currency
a. All sums payable under this Agreement are exclusive of VAT and local taxes, which shall be payable at the same time as the sum to which it relates.
b. All prices are in pounds sterling (£GBP).
4.4 Price Variation
a. The Supplier may increase the Fees at any time after the Initial Term by giving the Customer not less than one (1) month’s notice in writing, provided that the number of Fee increases during any twelve-month period does not exceed one.

5. Delivery of the Services

5.1. Accessing the Services
a. The Supplier shall provide the Customer with Access Codes to allow the Customer to access the Services via the Customer System.
b. The Supplier shall use reasonable efforts to make connection to the Services available to the Customer on the Commencement Date.
c. The Customer shall be solely responsible for configuring the Customer System in order to access the Services.
d. The Customer shall ensure that Users are able to access the Data only by means of the Customer System and shall ensure that Users do not have direct access to the Service other than by those means. The Customer shall be strictly liable to the Supplier for any loss or Liability the Supplier shall suffer or incur directly or indirectly arising from the Customer's failure to strictly adhere to the requirements specified in this clause 5.
e. The Customer shall give the Supplier full particulars of the Customer System by which the Customer proposes to access the Services from time to time, and the Customer shall only be entitled to use the Customer System that is approved by the Supplier in writing.
f. Any dates specified by the Supplier for delivery of the Data are an estimate only and the parties agree that time for delivery shall not be of the essence.

6. Warranties

6.1. Party Warranties
Each party warrants and represents to the other that it has the authority to enter into this Agreement and perform its obligations under this Agreement.
6.2. Supplier warranties
The Supplier warrants that it shall exercise reasonable care and skill in the provision of the Services.
6.3. Customer Warranties
a. The Customer warrants that:
i. it has assessed for itself the suitability of the Data and delivery methods for its business requirements; and
ii. the nature of the information accessed via the Supplier is suitable for its business requirements.
b. the Customer acknowledges that:
i. use of the Services is at the Customer’s sole risk. The Data is provided on an “as is” and “as available” basis;
ii. the content and the accuracy of the Data is outside of the control of the Supplier;
iii. the nature of the information in the Data is such that it is not appropriate for the Customer or any other person to make commercial decisions based solely on that information, and accordingly the Supplier does not warrant that the Data will meet the Customer's requirements or be free from errors or omissions. The existence of such errors or omissions shall not constitute a breach of this Agreement; and
iv. the Supplier shall use commercially reasonable efforts to check for the most commonly known viruses prior to packaging; however, the Supplier does not warrant that the Data supplied under this Agreement shall be free from all known viruses and the Customer shall be solely responsible for virus scanning the Data.

7. Customer Obligations and Users

7.1. Security and Passwords
The Customer shall only permit the following categories of Users to access Data:
a. the Customer's employees or other authorised personnel; and
b. any individual client of the Customer (being only such client who is agreed in writing in advance with the Supplier) and the Customer is strictly prohibited from allowing any other party or any other of its clients or suppliers to have access to the Data and/or use the Services
7.2. Customer (and User) Obligations
The Customer shall:
a. ensure that it has all the necessary registrations and licenses for its and its User's use of the Services (including the Data);
b. comply with all applicable legislation in relation to its use of the Services (including the Data) including without limitation the Data Protection Legislation;
c. only disclose the Data to its relevant client on one occasion only. For example: if the Customer is obtaining the Data for its own client it may supply or impart the Data to this client on one occasion only, but not to any other customer, client or any third party;
d. procure that each User accessing the Services (including any Data) is aware of and complies with the terms of this Agreement (including but not limited to the restrictions on Data use);
e. ensure that the Supplier has the right (pursuant to the Contracts (Rights of Third Parties) Act 1999) to bring proceedings directly against a User for any breach of the restrictions on Data use set out in this Agreement (and ensure that each User is aware of such right);
f. without limitation to clause 7.2(e) and without prejudice to the Supplier's ability to take proceedings against a User, the Customer shall be liable to and indemnify the Supplier against any breach of those restrictions by any User as if that breach were a breach by the Customer;
g. only permit its employees or other authorised personnel to access the Data and / or otherwise use the Services;
h. ensure that each employee or other authorised person accessing the Data via the Services complies with the restrictions on how the Data may be used as set out in this Agreement.
i. ensure that details of each User's access to the Data are available to the Supplier on written request;
j. not to use any computerised or automated tool or application to search, index, test or otherwise obtain Data from the Supplier, other than by utilising the Data supplied by the Supplier under this Agreement;
k. promptly notify the Supplier of any infringements of copyright or data right in the Services or any unauthorised use of which the Customer becomes aware. The Customer shall cooperate fully with the Supplier in investigating any such unauthorised uses and take reasonable steps to prevent a reoccurrence; and
l. indemnify the Supplier against any cost, claim or expense arising as a result of the Customer (or any User) breaching this clause 7.2.
The Customer shall not (and shall procure that all Users and any other person shall not):
m. use and / or otherwise access or store the Data other than strictly for the Permitted Purpose;
n. systematically download Data or store Data in a way that allows for later “offline” retrieval without access the Services as stored on the Supplier’s systems;
o. create any copy of the Data accessed via the Services and / or stored on the Supplier’s systems in whole or in part; or
p. use the Data to provide credit reference services or moveable asset enquiry services to any other person.
7.3. Unauthorised Data use
a. The Customer agrees to assist the Supplier in correcting or preventing any unauthorised use of the Data, and acknowledges that the Supplier may from time to time implement tools or other controls on the Services to regulate or restrict unauthorised use. The Supplier warrants that such tools shall comply with all applicable legislation.
b. If any unauthorised use is made of the Data and such use is attributable to the act or default of, or through, the Customer, without prejudice to the Supplier's other rights and remedies, the Customer shall be liable to the Supplier an amount equal to the Fees that the Supplier would have charged, had the Supplier or the Customer (as the case may be) authorised the unauthorised use at the beginning of the period of that unauthorised use.

8. Data Security

8.1. Data Security
a. Each party agrees to comply with all applicable Data Protection Legislation in relation to their rights and obligations under this Agreement and, in particular, in relation to the storing, handling or other such processing of any Personal Data.
b. You acknowledge that the Data is of a sensitive and confidential nature and includes Crown Copyright data and other such protected data reproduced under license from the relevant Government agencies and data controllers and accordingly that a high level of security and confidentiality is necessary in relation to the Data.
c. Without limitation to the provisions of this Agreement, you agree to comply with any and all reasonable instructions and requirements notified to it by the Supplier from time to time for the purposes of maintaining security, handling or use of the Data.
d. The Customer shall ensure that:
i. all Access Codes are kept strictly confidential, and in particular (without limitation) that all Access Codes are not disclosed to any User; and
ii. You shall maintain appropriate technical and organisational security measures and procedures to prevent:
a. unauthorised access to the Customer System and the Data by any person; or
b. unauthorised disclosure or obtaining of an Access Codes.
e. The Supplier may issue new Access Codes from time to time, and will do so within a reasonable time after the Customer requests that it do so, except where the Supplier considers a shorter period necessary for maintaining the security of the Data, any new Access Codes will come into force (and the previous Access Codes cease to apply) 24 hours after the new Access Codes are notified to the Customer.
f. The Customer shall inform the Supplier immediately upon becoming aware of:
i. any unauthorised access to the Data or the Customer System;
ii. any unauthorised disclosure or obtaining any Access Codes; or
iii. the loss or theft of any equipment which you (or any User) use to access the Services.

9. Records and Auditing

9.1. Records and Audit
a. The Customer shall:
i. maintain records of its use of the Data by way of identifying each Customer (or User) application for Data to ensure that clear and accurate records of all access to the Data is maintained; and
ii. permit the Supplier (or its duly authorised agents or representatives) access to those records for the purposes of inspection and audit, including the right to take copies of or extracts from the same.
b. The Customer agrees that the Supplier may from time to time pass on copies of the records maintained under clause 9.1(a) along with details of the Fees payable by the Customer and any other information relating to the Customer or Services, to any licensor of the Data accessed by the Customer or any User.
c. Supplier audits will usually be by prior appointment, although the Supplier retains the right to carry out un-notified inspections in exceptional circumstances such as, but not limited to:
i. allegations of misuse by the person whose records has been accessed;
ii. serious concerns with the Customer's use of the Services identified or advised; or
iii. referral of serious concern from another organisation (including, but without limitation, the Information Commissioner, the DVLA or the Police).
d. The Customer shall not prevent the Supplier access for such audits or require any unreasonable period of notice prior to allowing access.
e. The Customer shall respond, as reasonably required by the Supplier, to any findings and /or recommendations of any Supplier audit and provide updates, as reasonably required by the Supplier, in relation to implementation of any required actions resulting from an audit.
f. If an audit process identifies abuse of the Services or non-adherence to the terms of this Agreement, the Supplier reserves its rights generally in relation to what action it may take which shall include (but without limitation) the ability to terminate the Agreement and/or to prevent or suspend further access to the Data.

10. Liability and Indemnity

10.1. Liability
a. Nothing in this Agreement shall limit either party's liability for personal injury or death caused by that party's (or any party employee or agent's) negligence or for fraud or fraudulent misrepresentation.
b. Subject to clause 10.1(a), the Supplier shall have no Liability for any of the following losses or damage (whether such losses or damage were foreseen, foreseeable, known or otherwise):
i. Loss of revenue; loss of actual or anticipated profits (including for loss of profits on contracts); loss of the use of money; loss of anticipated savings; loss of business; loss of opportunity; loss of goodwill; loss of reputation; loss of, damage to or corruption of data; or
ii. any indirect or consequential loss or damage howsoever caused (including, for the avoidance of doubt, whether or not such loss or damage is of a type specified in clause 10.1(b)(i) above).
c. Subject to clauses 10.1(a) and 10.1(b) above, the Supplier’s total Liability for any one claim or series of connected claims shall be limited to the lower of[(i) the total Fees payable under the Agreement and (ii) the sum of £25,000.
d. The Customer is specifically referred to clause 10.1(c) above and acknowledges and agrees that, if the Customer wishes to protect itself against any greater loss or expense, it shall put in place appropriate insurance.
e. The Customer shall indemnify and keep indemnified the Supplier from and against all costs, claims, demands, liabilities, expenses, damages or losses (including without limitation any direct or indirect consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) arising out of or in connection with the Customer’s negligence, default or breach of the terms of this Agreement, including without limitation any unauthorised use of any Data.
10.2. Disclaimer
a. Although the Supplier warrants to exercise reasonable care and skill when providing the Services (including the Data), it is agreed and acknowledged by the Customer that the Supplier cannot warrant or guarantee 100% accuracy or completeness in relation to the Data provided to the Customer. Accordingly, no liability is accepted by the Supplier for any damage, loss or injury caused by errors or omission in the Data.
b. Except as expressly stated within this Agreement and solely to the extent permitted by law, we exclude all implied, statutory and other warranties, conditions and terms including, without limitation, those regarding the security, reliability, timeliness, and performance of the Services from this Agreement.
c. The parties agree that the Supplier shall not be liable to the Customer or be deemed to be in breach of this Agreement by reason of any delay in performing, or failure to perform, any of the Supplier's obligations in relation to the Services, if the delay or failure is due to:
i. any cause beyond the Supplier's reasonable control; or
ii. any delay or failure by the Customer to provide the Supplier with adequate instructions or information relevant to the supply of the Services or any failure to comply with the Customer's obligations set out in this Agreement.

11. Intellectual Property

11.1. Intellectual Property
The Customer acknowledges that:
a. all Intellectual Property Rights in relation to the Data or other product of the Services and any Intellectual Property Rights which exist in or are created in relation to any modifications to or enhancements of the same or materials provided in performing the Services shall be vested entirely in the Supplier (save where the same are owned by any third party licensor);
b. the Customer shall not have any interest in such Intellectual Property Rights;
c. it shall not use the Data for purposes other than the Permitted Use; and
d. it shall promptly notify the Supplier of any infringements of Intellectual Property Rights or any unauthorised use of the Data of which the Customer becomes aware, cooperating fully with the Supplier in investigating any such unauthorised use and taking reasonable steps to prevent a reoccurrence.

12. Termination

12.1. Termination:
a. Either party may terminate this Agreement giving prior written notice of not less than one month, such notice to expire on or after the last day of the relevant month.
b. Either party may give notice in writing to the other terminating this Agreement with immediate effect if:
i. the other party commits any material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified of the breach; or
ii. if an order is made or a resolution is passed for the winding up of the other party or if an order is made for the appointment of an administrator to manage the affairs, business and property of the other party or if a receiver is appointed of any of the other party’s assets or undertakings or if circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or which entitle the Court to make a winding up order or if the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
c. The Supplier may terminate this Agreement by notice in writing to the Customer if any Fees or other sum due from the Customer to the Supplier remain outstanding more than 14 days after the due date for payment for those Fees or that other sum.
d. Termination of this Agreement, however caused, shall be without prejudice to any rights or liabilities accrued at the date of termination.
e. The following provisions of this Agreement shall survive termination: clauses 1 (Definitions), 4.2 (Fees and Payment), 8 (Data Security), 10 (Liability and Indemnity), 11 (Intellectual Property), 13 (Confidentiality) and 14.11 (Governing Law and Dispute Resolution).
f. Upon termination or expiry of this Agreement (at any time for any reason):
i. All sums owed to the Supplier by the Customer shall become payable immediately; and
ii. The Customer’s rights under clause 2 (including all licensed rights to use the Data) shall cease immediately.
g. Notice under this clause may not be validly given by email.
12.2. Suspension:
a. Without limitation to the Supplier’s rights under clause 12.1, the Supplier may suspend the Agreement (and thus all access to the Data by the Customer and its Users) with immediate effect and without prior notice if the Customer is in breach of any of the terms of this Agreement until such time as all such breaches are remedies.
b. The Supplier shall give the Customer notice of any suspension under clause 12.2 as soon as reasonably practicable after that suspension comes into effect.
12.3. Primary data source suspension of Data
a. Should any primary Data source (for example, the DVLA) of the Supplier:
i. suspend the supply of, cease or be unable to supply; or
ii. materially alter the terms of supply governing to whom the Supplier is permitted to sell or supply their data; or
iii. materially alter the purposes for which such data can be utilised by customers of the Supplier,
for whatever reason (whether temporarily or permanently), the Supplier may, at its discretion and without liability to the Customer, terminate the Agreement, or suspend the supply of the Services, immediately, on written notice to the Customer.

13. Confidentiality

13.1. Confidentiality
a. Each party agrees and undertakes that, in respect of all information of a confidential nature (including Data, trade secrets and information of commercial value) (“confidential information”) which may be disclosed to one party by the other party, that confidential information:
i. will be kept wholly confidential and will not be disclosed to any third parties; and
ii. will be used only in relation to and for the purposes of this Agreement; and
iii. will not be used for any other purpose (including in particular, any other commercial purpose) except by mutual consent,
b. The term "confidential information" does not include any information that:
i. is or becomes generally available to the public (other than as a result of its disclosure by the receiving party in breach of clause 13.1(a);
ii. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
iii. was, is, or becomes, available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
iv. was known to the receiving party before the information was disclosed to it by the disclosing party; or
v. the parties agree in writing is not confidential or may be disclosed.

14. Anti Bribery and Corruption

14.1 Each of the Parties represents and undertakes:
a. that it will conduct its activities with honesty, integrity, and transparency and shall procure that any natural or legal person acting on its behalf it will adhere to such values.
b. to strictly comply with all applicable laws and regulations against corruption and bribery in the performance of its obligations under this Agreement (“Anti Bribery Laws”), including, without limitation:
I. not to directly or indirectly offer, grant, solicit or receive from a third party an undue advantage with a view to performing, delaying or omitting to perform an act required in connection with the performance of its obligations under this Agreement,
II. not to abuse its actual or supposed influence over a third party in order to obtain from such third party an advantage in favour of the other Party and
III. to implement and maintain adequate procedures to ensure that bribes or improper payments or advantages are not made or received directly or indirectly on its behalf.
14.2 Each of the Parties undertakes to provide to the other any assistance that may be necessary to respond to a request from a duly authorised authority relating to compliance with Anti Bribery Laws.
14.3 Each Party represents and warrants to the other Party that no payment (including, without limitation, fees, commissions or any other improper financial advantage) nor any item of value (including, without limitation, improper gifts, travel, meals or entertainment) has been or will be offered directly or indirectly, to any employee, director or officer of the other Party for the purpose of procuring the execution of this Agreement, a purchase order and/or facilitating its execution or renewal.
14.4 Each of the Parties and any third party acting on its behalf agrees to comply with all applicable trade sanctions laws and regulations, including restrictive measures and sanctions implemented by the United Nations, the European Union and its member states, the United States, the United Kingdom and, where applicable, any jurisdiction in which this Agreement is to be performed (together, "Economic Sanctions").
14.5 Each Party represents and warrants that it is not (i) owned or controlled, directly or indirectly, by an entity or person subject to Economic Sanctions and (ii) registered, located or resident in a country or territory subject to Economic Sanctions.
14.6 Any breach by either Party of the provisions of this Section shall be deemed to constitute a material breach permitting the termination of this Agreement by the non-breaching party’s service of notice to the other party in accordance with the provisions of Clause 12.1(b).
14.7 Each of the Parties undertakes to inform the other Party as soon as possible of any circumstances that could give rise to a breach of the foregoing provisions.

15. General

15.1. Good Faith And Fair Dealing
In carrying out their obligations under this Agreement, the parties shall act in accordance with principles of good faith and fair dealing.
15.2. Force Majeure
Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement (save for payment obligations under clause 4) if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall give prompt notice to the other party detailing the circumstances and, subject to such notice being given, be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for three months, the party not affected may terminate this agreement by giving 14 days' written notice to the affected party. Neither party shall have any liability to the other in respect of the termination of the Agreement as a result of such an event.
15.3. Notices
a. Any notice or other communication given under this Agreement shall be in writing and shall be:
i. delivered by hand; or
ii. delivered by sending it by registered first class post.
b. Any such notice or other communication shall be deemed to have been received:
i. if delivered by hand, at the time of delivery; and
ii. in the case of registered first class post, 48 hours from the time of posting.
c. Provided delivery is affected as set out above, copy notices of the same may be delivered by email, as detailed in the Documentation.
d. The contact details for service of notices under this clause are as set out in the Documentation.
15.4. Assignment
a. The Customer shall not assign, transfer, charge or deal in any other manner with this Agreement or its rights under it or part of it, or purport to do any of the same, nor sub-contract any or all of its obligations under this Agreement, without the prior written consent of the Supplier (such consent not to be unreasonably withheld or delayed).
b. The Supplier may assign, transfer, charge or deal in any other manner with the benefit and burden of this Agreement.
15.5. No Partnership or Agency
Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties or to authorise either party to act as agent for the other.
15.6. Entire Agreement
a. This Agreement constitutes the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements, negotiations and discussions between the parties relating to it.
b. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement.
15.7. Amendments
Save as expressly provided in this Agreement, no amendment or variation of this Agreement shall be effective unless in writing (excluding email) and signed by a duly authorised representative of each of the parties to it.
15.8. Waiver
The failure of a party to exercise or enforce any right under this Agreement shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter. Any waiver by either Party of a breach of any provision of this Agreement shall not be considered as a waiver of any subsequent breach of the same or any other provisions. All waivers must be in writing (excluding email).
15.9. Severability
a. If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.
b. If any provision of this Agreement is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid and enforceable.
15.10. Third-Party Rights
Except as expressly provided elsewhere in this Agreement, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
15.11. Governing law and dispute resolution
a. This Agreement 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.
b. If a dispute arises in connection with this Agreement, the dispute may be referred by either party in writing to their respective managers who will use their reasonable endeavours to resolve the dispute within fourteen (14) days. If the parties have not resolved the dispute by the end of fourteen (14) days, then the dispute may be referred by either party to their respective senior management who will take reasonable measures to resolve the dispute within seven (7) days from the referral. In the unlikelihood of a failure to settle the dispute using the above process, then both parties will attempt to settle it by mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure (See www.cedr.co.uk). Unless the parties agree on the choice of one party nominating a proposed mediator in writing to the other, the mediator shall be appointed by CEDR at the request of either party. If the parties fail to agree terms of settlement within 42 days of the start of the first meeting held under such procedure, the dispute may be referred to litigation by either party.
c. Nothing in this clause shall prevent or delay either party from seeking injunctive relief in court in respect of any infringement or intellectual property or from issuing proceedings to recover any undisputed debt or from joining the other party to any proceedings against the first party by a third party.



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