Sales Geek Limited Standard Terms and Conditions

Sales Geek Limited Standard Terms and Conditions

What these terms cover. These are the terms and conditions on which we supply professional services, professional development and sales training services to you.

Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.

Information about us

Who we are. We are Sales Geek Ltd, a company registered and established in England and Wales. Our company registration number is 10643449 and our registered office is at One Cathedral Square 2nd Floor, One Cathedral Square, Blackburn, Lancashire, England, BB1 1FB. Our registered VAT number is 266603006 (“we”, “us” or “Supplier”).

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

App: means together the Supplier’s web application and mobile application through acting as a hub for professional training and community sales services, through which the Academy may also be accessed, located at app.salesgeek.co.uk

its personnel may access the Academy, but also subject to the Academy Licence Terms and Conditions.

Academy: the Supplier’s online, paid for professional, training and community sales services, which are accessed via the App and may be purchased by the Client.

Academy Licence: means the licence(s) purchased by the Client under which the Client, and its personnel, may access the Academy, but also subject to the Academy Licence Terms and Conditions.

Bespoke Deliverables: Shall mean any Deliverables specified as such in the scope or otherwise agreed in writing between the parties, which shall be owned in accordance with clause 7.4

Business Day: a day other than a Saturday, Sunday or public holiday in England (or Scotland, Northern Ireland or Ireland if the Services are being delivered to the Client in one of those territories), when banks in London are open for business.

Charges: the charges payable by the Client for the supply of the Services in accordance with 6 and as further detailed in a Scope, as the case may be.

Commencement Date: has the meaning given in 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with 12.6.

Contract: the contract between the Supplier and the Client for the supply of Services in accordance with these Conditions.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Client: the person or firm who purchases Services from the Supplier (also referred to as “you”. “Your” and “yours” applied accordingly.).

Client Default: has the meaning set out in 5.2.

Deliverables: the deliverables as may be detailed by means of a Scope, produced by the Supplier for the Client.

Delivery Date: scheduled date for delivery of Training and Project Services as set out in the Scope.

Franchisee: the appointed franchisee of the Supplier who will deliver the Services to the Client and provide the Named Geek.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Location: where the Services are delivered in person, the Location will be as set out in the Scope or, if silent, at the Client’s premises (Client’s main place of business).

Named Geek: Nominated personnel of the Franchisee to be primary contact for the Client.

Scope: a separate scope of work binding document complementary to these Conditions detailing the Services, Deliverables and Charges, as the case may be.

Services: the services, including the Retained Services, Training and Project Services and the Deliverables, supplied by the Supplier to the Client as provided in these Conditions and further detailed in the Scope.

Retained Services: the Services made available to the Client on a retained basis all as specified in the Scope.

Supplier Materials: has the meaning set out in clause 5.1(h).

Training and Project Services: any fixed scope services other than the Retained Services, including sales training courses.

1.2 Interpretation:

(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

(b) 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. Basis of contract

2.1 The Supplier will prepare a Scope to detail the Services and Deliverables under the Contract. The Contract will be subject to agreement by the Supplier centrally, though delivery of the Services will be provided by the Franchisee (and Named Geek) as specified in the Scope.

2.2 These Conditions will be deemed accepted and a Contract with the Supplier will have been formed, binding the Client when (i) the Client has signed and returned the Scope to the Supplier or (ii) the Services effectively start to be provided (regardless of a Scope having been prepared or, if prepared, regardless if the Scope has been signed) (‘Commencement Date’).

2.3 In the event the Scope includes the purchase of Academy Licence(s) then each Academy licence shall start on the Commencement Date and will be subject to the Academy Licence Terms and Conditions available on the App unless expressly stated otherwise in these Conditions. Including in relation to cancellation, additional users and renewal.

2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s websites, marketing emails and communications and brochures (electronic and hard copy) are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.6 Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.

3. Supply of Services

3.1 The Supplier shall supply the Services to the Client in accordance with this clause 3, and as further detailed in the Scope, in all material respects.

3.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Scope or otherwise as agreed between the Parties from time to time, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3 The Supplier reserves the right to amend the Scope if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Client in any such event.

3.4 The Supplier warrants to the Client that the Services will be provided using reasonable care and skill.

3.5 Whenever providing the Services at the Client’s Location of choice (and not via online transmission), the Supplier must comply with all health and safety and other requirements as informed by the Client from time to time.

3.6 The Supplier will endeavour, wherever possible, to ensure the same Named Geek will provide the Services on behalf of the Franchisee. However, the Supplier (and Franchisee) reserve the right, at their discretion and without need for notifying the Client, to name other Named Geek(s) to provide any Services, providing that such replacement Named Geek, in the Supplier’s opinion, has equivalent knowledge and experience to perform of the Services.

3.7 If the Client wishes to purchase additional services to those covered by a current Scope and Contract, the Parties will either require a separate Scope and Contract, or will be agreed by means of an amendment to the Scope in accordance with clause 12.6 (Variation). Additional charges and/or expenses may apply and if so, shall be also set out in writing.

3.8 As agreed between the Parties and set out in the Scope, the Services will be delivered either i) in person, at the agreed Location), ii) digitally and online via Zoom, Microsoft Teams or another third-party provider as informed by the Supplier from time to time, or iii) a combination of online and in person sessions.

3.9 The Supplier reserves the right to change between third party suppliers mentioned in clause 3.8 on reasonable notice. The Client will be solely responsible for reviewing any terms and conditions and privacy policies related to the relevant third-party provider.

3.10 Although the Supplier will endeavour to accommodate method of delivery of Services requested by the Client and set out in the Scope, if the Services were originally agreed to be provided in person (face to face training sessions) but unforeseen circumstances arise, including but not limited to any provisions of clause 12.2 (force majeure), the Supplier will have the right to deliver the sessions in an online or remote format. This will not affect the standard of service and will include all of the same materials and methodologies of a physical delivery of service, which may be adjusted to represent some characteristics such as use of break rooms, digital whiteboards or virtual sessions.

4. Cancelling, Rescheduling and Pausing the Services

4.1 The Client may cancel any Training and Project Service prior to commencement provided the Client has given the Supplier 30 days’ written notice to cancel prior to the Delivery Date.

4.2 The Client may request to reschedule any pre-arranged training session for a Training and Project Service prior to commencement of the training session, provided that both the proposed new date is within 12 months of the Delivery Date booked and the Client having given the Supplier 2 Business Days’ written notice to reschedule prior to the Delivery Date. The Supplier may then choose to accept such request at its sole discretion.

4.3 Clauses 4.1 and 4.2 will not apply to clients on a Retained Service and clause 4.4(a) will apply instead.

4.4 Where the Client is receiving Retained Services:

(a) the Retained Services may be cancelled in accordance with clause 10.1 (Termination);

(b) the Supplier will allocate their pre-agreed hours/days on a monthly basis. The Client will have the right to reschedule up to 6 hours of Retained Services per month, provided that the Client has given the Supplier at least 2 Business Days’ notice prior to the scheduled date and the rescheduled hours are used within the 2 months of the original scheduled date;

(c) the Client may choose to pause the Retained Services once a year and the Supplier will keep the Client’s allocated space and resources available as applicable, subject to the Client paying 50% of the Charges during the period of suspension.

4.5 Should the Client fail to observe the criteria of clauses 4.1, 4.2 or 4.4(a), as applicable, the Charges related to those Services affected will be due and payable in full (and, if pre-paid, no refunds will be provided).

4.6 The Supplier will have the right to reschedule any Service, or part thereof, provided the Supplier has given the Client 2 Business Days’ written notice prior to the Delivery Date or other scheduled date. If the notice period in this clause 4.6 is not observed and clause 12.1 (Force Majeure) does not apply, the Charges for those Services, or part thereof, affected will not be payable by the Client (and the Supplier will refund as applicable).

5. Client’s obligations

5.1 The Client shall:

(a) ensure that the terms of the Scope and any information it provides in it are complete and accurate;

(b) co-operate with the Supplier in all matters relating to the Services;

(c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Location, Client’s premises, office accommodation and other facilities as reasonably required by the Supplier;

(d) provide the Supplier with such information and materials as the Supplier may reasonably require in Scope to supply the Services, and ensure that such information is complete and accurate in all material respects;

(e) whenever applicable, prepare the Client’s premises for the supply of the Services;

(f) obtain and maintain all necessary licences, permissions and consents which may be required for the Client to receive the Services before the date on which the Services are to start;

(g) keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Client’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; pay the Charges in accordance with these Conditions; and

(h) comply with any additional obligations as set out in the Scope.

5.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Supplier’s performance of any of its obligations; and

(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this 5.2.

6. Charges and payment

6.1 The Charges for the Services shall either be calculated on a time and materials basis according to this clause 6, or on a fixed cost basis, both as further specified in the Scope whenever necessary. For additional Academy Licences the Charges will apply at the then current rates.

6.2 The Charges when on a time and materials basis, shall be calculated in accordance with the Supplier’s day fee rates, and will either relate to half a day (3 hours, with a 15-minute break included for training courses) or full-day sessions (6 hours, with one 30-minute or two 15-minute break included for training courses). The rates will be as set out in the Scope. Any time spent in excess of the agreed allocation or service commitment will be payable by the Client and calculated by reference to the standard hourly or day rate detailed in the Scope.

6.3 The Service commitment, for the purpose of clause 6.2, will be agreed between the Parties and detailed in the Scope. The Supplier shall include and Charge for preparation and follow up time, as well as telephone, email and remote support and advice, as part of the Services.

6.4 The sessions for Training and Project Services will be quoted considering, between other factors, the number of attendees. If there are additional attendees, the Charges will be increased on a pro rata basis, unless otherwise defined in the Scope. However, if there are sufficient additional attendees to exceed the maximum permitted attendees for a training session, then an additional session will also be required which will be subject to the Charges for a full session, as determined by reference to existing Scope.

6.5 Wherever applicable, the Supplier shall be entitled to charge the Client for any expenses reasonably incurred by the Franchisee, or Named Geek or other individual, whom the Supplier engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.

6.6 The Supplier reserves the right to increase the Charges:

(a) To reflect any increase in costs to the Supplier arising from changes in applicable law, national minimum wage and/or national insurance changes; and

(b) Relating to Academy Licences, once per calendar year in line with the percentage increase in the Retail Prices Index in the preceding 3-month (as determined by the Office for National Statistics) period and the first such increase shall take effect on providing notice to you.

6.7 The Charges for Training and Project Services will be due within 30 days of the date of invoice and in any event in advance of performance, unless otherwise stated in the Scope. For Training and Project Services over an extended duration, the Charges may be split into instalments, payable in advance, if specified in the Scope.

6.8 For Retained Services and any Academy Licences detailed in the Scope, the Client shall pay the Supplier the Charges agreed in advance:

(a) by direct debit at the first day of each calendar month, unless otherwise agreed in the Scope; and

(b) in full and in cleared funds to a bank account nominated in writing by the Supplier.

6.9 Time for payment shall be of the essence of the Contract.

6.10 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT) or other sales tax, which shall be payable by the Client in addition to the Charges if specified in the invoice and applicable to services delivered into the Client’s territory.

6.11 If the Client fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under 10, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this 6.11 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%.

6.12 All amounts due under a Contract 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).

7. Intellectual property rights

7.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by the Supplier.

7.2 The Supplier grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding materials provided by the Client) for the purpose of receiving and using the Services and the Deliverables in its business.

7.3 The Client shall not sub-license, assign or otherwise transfer the rights granted in 7.2.

7.4 Ownership of all Intellectual Property Rights in the Bespoke Deliverables shall vest in the Client upon creation and the Supplier hereby assigns all such Intellectual Property Rights to the Client, and if they are not capable of future assignment the Supplier shall hold such Intellectual Property Rights on trust for the Client. The Supplier shall also execute (and procure that its employees and contractors execute) any documentation necessary to formally assign all legal and beneficial ownership of all Bespoke Deliverables to the Client.

7.5 The Client grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to the Supplier for the term of the Contract for the purpose of providing the Services to the Client.

8. Data protection

The Client acknowledges and agrees that the Supplier does not usually process personal data on the Client’s behalf in performance of the Services. In the event the Services will involve data processing, as defined in the Data Protection Act 2018 and the UK GDPR, the Parties shall agree additional contractual terms within the applicable Scope. Notwithstanding the preceding, the Supplier warrants that it shall comply with its obligations as a data controller under the Data Protection Act and UK GDPR, and all other applicable data protection laws, and as set out in the Supplier’s Privacy Policy.

9. Limitation of liability:

9.1 References to liability in this 9 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

9.2 Nothing in this 9 shall limit the Client’s payment obligations under the Contract.

9.3 Nothing in the Contract 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

9.4 Subject to 9.3 (Liabilities which cannot legally be limited), the Supplier’s total liability to the Client for all loss or damage under a Contract shall not exceed the total amount paid or payable by the Client under that contract.

9.5 Subject to 9.2 (No limitation of Client’s payment obligations) and 9.3 (Liabilities which cannot legally be limited), this clause 9.5 sets out the types of loss that are wholly excluded:

(a) loss of profits.

(b) loss of sales or business.

(d) loss of anticipated savings.

(e) loss of use or corruption of software, data or information.

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

9.6 This 9 shall survive termination of the Contract.

10. Duration and Termination

10.1 The Retained Services will start on the Commencement Date and continue unless cancelled by either party providing at least 30 days’ written notice, following which the Retained Services will cease on the last day of the calendar month in which the notice expires. Training and Project Services will expire upon (i) completion of the Services and payment of the Charges by the Client; (ii) completion of fixed term as specified in the Scope; or (iii) as otherwise specified in the Scope.

10.2 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party written notice once all Training and Project Services have been completed and/or all Retained Services cancelled. If the Client wishes to just continue with Academy Licences, the Supplier may agree this subject to the parties confirming the order in writing and the Academy licences then solely continuing in accordance with the Terms and Conditions of Licence for Sales Geek App & Academy.

10.3 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so; or

(b) the other party goes into liquidation, becomes bankrupt, has a Receiver appointed, makes a composition or Voluntary Arrangement with its creditors or enters Administration, or a Moratorium comes into force in respect of the other, suspends, or threatens to suspend, payment of their debts or is unable to pay their debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 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 Insolvency Act 1986.

10.4 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Client if:

(a) the Client fails to pay any amount due under the Contract on the due date for payment; or

(b) there is a change of control of the Client.

10.5 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Client and the Supplier if:

(a) the Client fails to pay any amount due under the Contract on the due date for payment;

(b) the Client becomes subject to any of the events listed in 11.3(b) or the Supplier reasonably believes that the Client is about to become subject to any of them.

11. Consequences of termination

11.1 On termination or expiry of the Contract:

(a) the Client shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Client immediately on receipt;

(b) the Client shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then the Supplier may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract;

11.2 Termination or expiry of the Contract 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 Contract which existed at or before the date of termination or expiry.

11.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

12. General

12.1 Protection of business interests.

(a) The Client shall not (and shall procure that its employees, officers, representatives, contractors, subcontractors or advisers, as applicable, shall not) for the duration of the Contract and for 12 months after its expiry or termination for any reason:

(i) solicit, entice or attempt to entice away, a Restricted Supplier, if such dealing, solicitation or enticement causes or is reasonably likely to cause such Restricted Supplier to cease supplying, or to reduce its supply of goods or services to, the Supplier or any group company, or to vary adversely the terms upon which it conducts business with the Supplier or any group company; or

(ii) purchase or receive goods and/or services, or otherwise engage, whether directly or indirectly, any Restricted Supplier independently or without the involvement of the Supplier, to provide services or goods similar or equivalent to the Services.

(b) For the purposes of this clause 12.1, a Restricted Supplier shall mean the Franchisee, Named Geek, and or any firm, company or person who is or has been at any time during the immediately preceding 12 months a franchisee and/or a supplier of goods or services to the Supplier or any group company, and such goods and/or services have contributed to or been involved in the supply of Services to the Client.

(c) While the restrictions in clauses 12.1(a)(i) and 12.1(a)(ii) are considered by the parties to be reasonable in all the circumstances, if one or more should be held invalid as an unreasonable restraint of trade or for any other reason whatsoever but would have been held valid if part of the wording thereof had been deleted or the period thereof reduced or the range of activities or area dealt with reduced in scope, the restrictions shall apply with such modifications as may be necessary to make them valid.

(d) If the Client breaches the restrictions contained in clauses 12.1(a)(i) and 12.1(a)(ii) , the Client shall pay to the Supplier liquidated damages equal to the Charges paid by the Client to the Supplier in the 12 months immediately preceding the event giving rise to the breach. The parties confirm that the liquidated damages in this clause are reasonable and proportionate to protect the Supplier’s legitimate interests in protecting its client relationships, supplier relationships, business interests and Services.

(e) Neither party shall, without the prior written consent of the other party, at any time from the date of this agreement and for 12 months after expire or termination of this agreement for any reason, solicit or entice away from the other party or employ or attempt to employ any person who is, or has been, engaged as an employee, worker, self-employed, limited liability contractor, consultant, or otherwise of the other party, its group company or franchisee with respect to the Services, subject to application of a recruitment fee equivalent to 20% of the agreed or anticipated gross annual remuneration of such person.

12.2 Force majeure.

(a) Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control including but not limited to acts of God, strikes, lock outs, accidents, pandemics, epidemics, notifiable diseases, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services.

(b) If the Supplier is the affected Party, a reasonable extension of its obligations shall be given provided that Supplier has notified the Client as soon as reasonably possible of the nature and extent of such events after becoming aware that such event would affect it. Unless otherwise agreed between the Parties, a force majeure event will not be enough reason for delayed payments of Services which have already been performed.

12.3 Assignment and other dealings.

(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(b) The Client 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 the Contract.

12.4 Confidentiality.

(a) Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, Clients, clients or suppliers of the other party, except as permitted by 12.4(b).

(b) Each party may disclose the other party’s confidential information:

(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. 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 12.4; and

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

(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

12.5 Entire agreement.

(a) The Contract 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.

(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

12.6 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.7 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract 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 the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

12.8 Severance. If any provision or part-provision of the Contract 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.

12.9 Notices.

(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be sent by email. Notices to the Supplier under this contract shall be sent to [email protected]. Notices to the Client under this contract shall be sent to the email set out in the Scope or such other email for communication as informed by the client to the Supplier from time to time. Notices sent by 5pm on a working day shall be deemed received on the same date.

(b) This 12.9 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

12.10 Third party rights.

(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

12.11 Governing law. The Contract, 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.

12.12 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 the Contract or its subject matter or formation.