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Terms and Conditions of Supply.

calender iconEffective 30 September 2024|pdf icon Archived version PDF

Terms.

1. Interpretation

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

  • 1.1) Definitions

    • 1.1.1)

      “Applicable Data Protection Laws” means:

      • a.)

        To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

      • b.)

        To the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which AnswerConnect is subject, which relates to the protection of personal data.

    • 1.1.2)

      “Business Day“ means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

    • 1.1.3)

      “Charges“ means the charges payable by the Customer for the supply of the Services in accordance with clause 5 (Charges and payment).

    • 1.1.4)

      “Commencement Date“ means the date when the Customer first opts to receive the Services by making an initial payment to AnswerConnect (either online or via telephone) for the provision of Services.

    • 1.1.5)

      “Conditions“ means these terms and conditions of supply as amended from time to time in accordance with clause 11.5.

    • 1.1.6)

      “Contract“ the contract between AnswerConnect and the Customer for the supply of Services in accordance with, and including, these Conditions, as further described in clause 2.1.

    • 1.1.7)

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

    • 1.1.8)

      “Customer“ means the person or firm to whom AnswerConnect provides Services.

    • 1.1.9)

      “Customer Default“ has the meaning set out in clause 4.2.

    • 1.1.10)

      “Customer Personal Data“ means any personal data which AnswerConnect processes in connection with this Contract, in the capacity of a processor on behalf of the Customer.

    • 1.1.11)

      “Data Processing Addendum“ means the AnswerConnect data processing addendum in respect of personal data processed by AnswerConnect pursuant to the provision of Services, as can be found here.

    • 1.1.12)

      “Deliverables“ means any output of the Services to be provided by AnswerConnect to the Customer.

    • 1.1.13)

      “EU GDPR“ means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.

    • 1.1.14)

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

      • 1. acts of God, flood, drought, earthquake or other natural disaster;

      • 2. epidemic or pandemic;

      • 3. terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

      • 4. nuclear, chemical or biological contamination or sonic boom;

      • 5. any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition;

      • 6. collapse of buildings, fire, explosion or accident; and

      • 7. interruption or failure of utility service.

    • 1.1.15)

      “Intellectual Property Rights“ means patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, goodwill and the right to sue for passing off, 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.

    • 1.1.16)

      “AnswerConnect“ is a trading name of Anywhereworks Limited (company number 09690353, whose registered office address is 3rd Floor, 207 Regent Street, London, England, W1B 3HH).

    • 1.1.17)

      “AnswerConnect Materials“ has the meaning set out in clause 4.1.6.

    • 1.1.18)

      “Services“ means any services (and Deliverables) to be supplied by AnswerConnect to the Customer, as selected by the Customer on sign-up (as may be amended from time to time) and as set out in the Services brochure provided to the Customer prior to or on the Commencement Date and as otherwise set out in the AnswerConnect online self-service portal, which is accessible by the Customer.

    • 1.1.19)

      “UK GDPR“ has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

  • 1.2) Interpretation

    • 1.2.1)

      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.

    • 1.2.2)

      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.

    • 1.2.3)

      A reference to writing or written includes email but not fax.

    • 1.2.4)

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

    • 1.2.5)

      Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

    • 1.2.6)

      Clause and paragraph headings shall not affect the interpretation of these Conditions.

2. Basis of contract.

  • 2.1)

    The Contract between AnswerConnect and the Customer shall be made up of these Conditions and the PDF Services brochure supplied by AnswerConnect to the Customer on or prior to the Commencement Date. The Contract shall take effect from the Commencement Date.

  • 2.2)

    These Conditions shall apply in respect of the provision of any Services from AnswerConnect to the Customer to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. Supply of Services.

  • 3.1)

    AnswerConnect shall use all reasonable endeavours to provide the Services in all material respects in accordance with these Conditions and in accordance with any performance dates agreed with the Customer in advance, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

  • 3.2)

    AnswerConnect reserves the right to amend the scope of Services 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 AnswerConnect shall notify the Customer in any such event.

  • 3.3)

    AnswerConnect may make changes to these Conditions by providing 30 days' written notification to the Customer where:

    • 3.3.1)

      it intends to change the way it structures its Services;

    • 3.3.2)

      it introduces new Services;

    • 3.3.3)

      the cost to provide the Services increases (for example, AnswerConnect has to pay third parties more for use of their infrastructure, or launching other new and improved customer products and services);

    • 3.3.4)

      the costs associated with AnswerConnect's business increase (for example, it invests in improving customer support);

    • 3.3.5)

      required to improve the security and operation of AnswerConnect's technical infrastructure;

    • 3.3.6)

      there are valid legal or regulatory reasons; and/or

    • 3.3.7)

      AnswerConnect proposes a change to the Conditions to make them clearer or easier to understand, to reflect changes in law or to update our contracts from time to time so all our customers are on the same terms and conditions.

  • 3.4)

    AnswerConnect warrants to the Customer that the Services will be provided using reasonable care and skill. Other than the warranty given above, AnswerConnect does not give any warranties as to any Services and does not warrant that it has sufficient resources to handle unexpected increases for transmission errors, corruption of data, or the security of information carried over telecommunication services.

  • 3.5)

    The Customer has the option to opt-in to call recordings either at the point of sign up or during the provision of the Services. The Customer hereby acknowledges and accepts that, once call recordings are enabled on the Customer's account, any call recordings will be kept on file by AnswerConnect for up to 90 days. After 90 days, the recording may be permanently deleted and irretrievable.

4. Customer's obligations.

  • 4.1)

    The Customer shall:

    • 4.1.1)

      ensure that the Services are suitable to meet its requirements;

    • 4.1.2)

      co-operate with AnswerConnect in all matters relating to the Services;

    • 4.1.3)

      provide AnswerConnect, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by AnswerConnect in order to carry out the Services;

    • 4.1.4)

      provide AnswerConnect with such information and materials as AnswerConnect may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

    • 4.1.5)

      obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start and provide evidence of such licenses, permissions and/or consents upon the reasonable request of AnswerConnect;

    • 4.1.6)

      keep all materials, equipment, documents and other property of AnswerConnect (AnswerConnect Materials) which are provided to the Customer, at the Customer's premises in safe custody at its own risk, maintain such AnswerConnect Materials in good condition until returned to AnswerConnect, and not dispose of or use such AnswerConnect Materials other than in accordance with AnswerConnect's written instructions or authorisation;

    • 4.1.7)

      provide AnswerConnect with the e-mail, pager, fax, or other telecommunications service that will be used to deliver its messages to the nominated individual at the Customer; and

    • 4.1.8)

      give AnswerConnect at least seven (7) Business Days prior written notice before any anticipated increase in call volume to be handled by AnswerConnect pursuant to the Services, which the Customer is, or ought reasonably to be, aware of.

  • 4.2)

    If AnswerConnect's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

    • 4.2.1)

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

    • 4.2.2)

      AnswerConnect shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from AnswerConnect's failure or delay to perform any of its obligations as set out in this clause 4.2; and

    • 4.2.3)

      the Customer shall reimburse AnswerConnect on written demand for any costs or losses sustained or incurred by AnswerConnect arising directly or indirectly from the Customer Default.

5. Charges and payment.

  • 5.1)

    Subject to clause 5.2, the Charges for the Services shall be as agreed with the Customer in writing at the Commencement Date.

  • 5.2)

    AnswerConnect reserves the right to increase the Charges at any time at its sole discretion. AnswerConnect will give the Customer written notice of any such increase at least three months before the proposed effective date of the increase. If such increase is not acceptable to the Customer, it shall notify AnswerConnect in writing within four weeks of the date of AnswerConnect's notice and the parties shall discuss the Customer's concerns and attempt to reach an agreement. If the parties cannot reach agreement within a period of two weeks, AnswerConnect shall have the right (without limiting its other rights or remedies) to terminate the Contract on written notice to the Customer. Notwithstanding the foregoing, AnswerConnect reserves the right to increase the Charges in line with RPI each year, which the Customer acknowledges and accepts.

  • 5.3)

    Subject to clause 5.4, call times are measured from the time of connection (not including ringing time before a call is answered) to conclusion of work associated with the interaction, including inbound and outbound minutes worked.

  • 5.4)

    No Charges will apply to the first thirty interactions (calls, emails and live chat messages) less than 30 seconds in total duration during each monthly billing cycle. For interactions 30 seconds or longer or for in excess of the first thirty interactions during each monthly billing cycle, the Charges will apply in one-minute increments, rounded up to the nearest whole minute in accordance with the Customer's chosen plan.

  • 5.5)

    If the Customer exceeds its agreed plan minutes within a monthly billing cycle, the Customer will be liable for additional Charges at the rate set out when Customer signed up to their plan and will be paid in accordance with clauses 5.8 and 5.9 below. The Customer acknowledges and agrees that the Charges apply in whole-minute increments, and that any partial minutes will be rounded up to the nearest whole minute. The Customer further acknowledges and accepts that chargeable interaction time includes all time spent by AnswerConnect's agents answering calls or performing other ancillary work or Services on the Customer's behalf, including, for example, hold time and time spent patching a customer call forward.

  • 5.6)

    Unless otherwise agreed in writing between the parties, AnswerConnect shall invoice the Customer at the commencement of the provision of the Services and monthly thereafter in advance for the standard monthly Charges for the Services (as set out in the Pricing section of the AnswerConnect website) ("Standard Invoices").

  • 5.7)

    AnswerConnect will issue Standard Invoices to the Customer by email and AnswerConnect will charge the Customer's selected payment method on file for the Services on or around the date of issue of the invoice. Such invoice will include any applicable taxes.

  • 5.8)

    Where, in any monthly billing cycle, the Services provided to the Customer during that billing cycle exceeds the Customer's chosen service plan allowance, AnswerConnect shall (subject to clause 5.9) issue a further invoice to the Customer at the end of the billing cycle for payment of the excess Charges ("Subsequent Invoice(s)"). AnswerConnect will charge the Customer's selected payment method on file for the excess Charges on or around the date of issue of the Subsequent Invoice(s).

  • 5.9)

    In the event that the accrued excess Charges in any given billing cycle amounts to £100 or more, AnswerConnect will attempt to collect payment from the Customer automatically using the payment method on file for each £100 increment. These Charges will be reflected on the Customer's invoice at the end of that billing cycle.

  • 5.10)

    Time of payment shall be of essence to this Contract. If AnswerConnect cannot charge the Customer's selected payment method for payment of the Charges for any reason (such as expiration, insufficient funds or AnswerConnect not holding valid payment details on file), the Customer will, for the avoidance of doubt, remain responsible for any uncollected amounts. In such cases, the Customer shall be obliged to make payment directly and immediately to AnswerConnect via any AnswerConnect app relevant to the Services. Where this is not possible, the Customer shall contact AnswerConnect directly in order to make payment of any outstanding Charges.

  • 5.11)

    In the event that the Customer triggers clause 9.3, the Customer shall be liable to pay (to the extent not already paid) for the Charges (including any excess Charges) up to the end of the Customer's applicable billing cycle.

  • 5.12)

    All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT).

  • 5.13)

    If the Customer fails to make a payment due to AnswerConnect under the Contract by the due date, then, without limiting AnswerConnect's remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.13 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%.

  • 5.14)

    The Customer shall send AnswerConnect a written notice of any bona fide dispute of any invoice issued by AnswerConnect within twenty-one (21) days after the invoice date, or such invoice shall be deemed to be correct, accepted by the Customer and payable in full. If only part of an invoice is disputed, the Customer shall pay the undisputed part of such invoice in accordance with the provisions of this clause 5.

  • 5.15)

    All amounts due under the 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).

  • 5.16)

    The Customer authorises AnswerConnect to carry out credit reference checks at any time prior to or during the provision of any Services.

  • 5.17)

    The Customer understands that the obligation to pay the Charges for Services already supplied survives termination or expiry of the Contract.

6. Intellectual property rights.

  • 6.1)

    Unless agreed otherwise in writing, all Intellectual Property Rights in or arising out of or in connection with the Services and the Deliverables (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by AnswerConnect.

  • 6.2)

    AnswerConnect grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence to use and copy the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables.

  • 6.3)

    The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.

  • 6.4)

    The Customer grants AnswerConnect a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to AnswerConnect for the term of the Contract for the purpose of providing the Services to the Customer ("Customer Materials").

  • 6.5)

    The Customer warrants that the receipt and use of the Customer Materials in the performance of the Contract by AnswerConnect, its agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party.

7. Data protection.

  • 7.1)

    For the purposes of this clause 7, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

  • 7.2)

    Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This clause 7 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.

  • 7.3)

    The parties have determined that for the purposes of Applicable Data Protection Laws, AnswerConnect is the processor and the Customer the controller of personal data processed pursuant to the provision of the Services by AnswerConnect.

  • 7.4)

    Without prejudice to clause 7.2, AnswerConnect shall, in relation to Customer Personal Data process that Customer Personal Data in accordance with its Data Processing Addendum, a copy of which can be found at DPA. By agreeing to these Conditions, the Customer hereby also agrees and accepts the terms of the Data Processing Addendum.

8. Limitation of liability.

  • 8.1)

    Nothing in the Contract limits or excludes any liability of either party which cannot legally be limited or excluded, including liability for:

    • 8.1.1)

      death or personal injury caused by that party's negligence;

    • 8.1.2)

      fraud or fraudulent misrepresentation; and

    • 8.1.3)

      breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

  • 8.2)

    Subject to clause 8.1 (and the definitions in clause 8.3), AnswerConnect's total liability to the Customer in respect of all breaches of the Contract occurring within any Contract Year shall not exceed the Cap.

  • 8.3)

    In clause 8.2:

    • 8.3.1)

      "Cap" means the Total Charges (defined below) in the Contract Year in which the breaches occurred;

    • 8.3.2)

      "Contract Year" means a 12-month period commencing with the Commencement Date or any anniversary of it; and

    • 8.3.3)

      "Total Charges" means all sums paid by the Customer and all sums payable under the Contract in respect of Services actually supplied by AnswerConnect, whether or not invoiced to the Customer.

  • 8.4)

    This clause 8.4 sets out specific heads of excluded loss.

    • 8.4.1)

      Subject to clause 8.1, the types of loss listed in clause 8.4.2 are wholly excluded by the parties.

    • 8.4.2)

      The following types of loss are wholly excluded:

      • a. Loss of profits.

      • b. Loss of sales or business.

      • c. Loss of agreements or contracts.

      • d. Loss of anticipated savings.

      • e. Loss of use or corruption of software, data or information.

      • f. Loss of or damage to goodwill.

      • g. Indirect or consequential loss.

  • 8.5)

    Subject to the foregoing limitations, if AnswerConnect fails to provide the Services, the Customer's sole remedy will be, at AnswerConnect's sole discretion, either:

    • 8.5.1)

      the correction of the failure to provide the Services, or

    • 8.5.2)

      a refund of the monthly recurring charges paid to AnswerConnect for such Services during the period of time that the Services were affected.

  • 8.6)

    Nothing in this this clause 8 shall limit the Customer's payment obligations under the Contract.

  • 8.7)

    References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract, including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

  • 8.8)

    This clause 8 shall survive termination of the Contract.

9. Termination.

  • 9.1)

    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:

    • 9.1.1)

      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 7 days of that party being notified in writing to do so;

    • 9.1.2)

      the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

    • 9.1.3)

      the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

    • 9.1.4)

      the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

  • 9.2)

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

    • 9.2.1)

      the Customer fails to pay any amount due under the Contract on the due date for payment and such breach is not remedied within 14 days; or

    • 9.2.2)

      there is a change of control (as defined in section 1124 of the Corporation Tax Act 2010) of the Customer.

  • 9.3)

    The Customer may terminate the Contract at any time by providing written notice to AnswerConnect. The terms of clause 5.11 will apply. During the period from the Customer submitting its notice to terminate until the end of the Customer's then current billing cycle, the Customer is permitted to continue to benefit from the Services in accordance with the provisions of this Contract. Alternatively, the Customer can opt to stop the provision of the Services at the point of serving the notice of termination by informing AnswerConnect in writing. However, irrespective of whether the Customer opts to continue or stop receiving the Services for the remainder of the current billing cycle following it serving notice to terminate, the Customer acknowledges that it will remain liable for the Charges up to and including the end of the Customer's relevant billing cycle in respect of those Services.

  • 9.4)

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

    • 9.4.1)

      fails to pay any amount due under the Contract on the due date for payment;

    • 9.4.2)

      becomes subject to any of the events listed in clause 9.1.2 to clause 9.1.4; or

    • 9.4.3)

      AnswerConnect reasonably believes that the Customer is about to become subject to any of the events listed in clause 9.1.2 to clause 9.1.4.

  • 9.5)

    Nothing in this clause 9 shall prejudice the Customer's statutory rights which shall remain unaffected.

10. Consequences of termination.

  • 10.1)

    On termination of the Contract:

    • 10.1.1)

      the Customer shall immediately pay to AnswerConnect all of AnswerConnect's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, AnswerConnect shall submit an invoice, which shall be payable by the Customer immediately on receipt;

    • 10.1.2)

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

  • 10.2)

    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.

  • 10.3)

    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.

11. General.

  • 11.1)

    Force majeure

    • 11.1.1)

      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 a Force Majeure Event.

    • 11.1.2)

      If the Force Majeure Event prevents AnswerConnect from providing any of the Services for more than four (4) weeks, AnswerConnect shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

  • 11.2)

    Assignment and other dealings

    • 11.2.1)

      AnswerConnect 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.

    • 11.2.2)

      The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of AnswerConnect.

  • 11.3)

    Confidentiality

    • 11.3.1)

      Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.3.2.

    • 11.3.2)

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

      • a.

        to its employees, officers, representatives, 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, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11.3; and

      • b.

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

  • 11.4)

    Entire agreement

    • 11.4.1)

      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.

    • 11.4.2)

      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.

  • 11.5)

    Variation

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

  • 11.6)

    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.

  • 11.7)

    Severance

    If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

  • 11.8)

    Notices

    • 11.8.1)

      Any notice shall be deemed to have been received:

      • 1.

        if delivered by hand, on signature of a delivery receipt; and

      • 2.

        if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

      • 3.

        if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.8.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

    • 11.8.2)

      This clause 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.

  • 11.9)

    Third party rights

    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.

  • 11.10)

    Disputes

    • 11.10.1)

      Except for disputes relating to payment of Charges under clause 5, if a dispute arises out of or in connection with this Contract or the performance, validity or enforceability of it (Dispute) then the parties shall follow the procedure set out in this clause:

      • 1.

        either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the parties' relationship managers shall attempt in good faith to resolve the Dispute;

      • 2.

        if the parties' relationship managers are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to a member of each party's senior management who shall attempt in good faith to resolve it; and

      • 3.

        if the parties' senior management are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start not later than 30 days after the date of the ADR notice.

      • 4.

        If the Dispute is not resolved within 60 days after service of the ADR notice, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of 60 days, or the mediation terminates before the expiration of the said period of 60 days, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 11.12 (Jurisdiction).

  • 11.11)

    No partnership or agency

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

  • 11.12)

    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 laws of England and Wales.

  • 11.13)

    Jurisdiction

    Subject to clause 11.10, each party irrevocably agrees that the courts of England 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.

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