Stone Group - Providing digital transformation solutions to organisations across the UK.

1. Definitions and interpretation

In these Conditions the following terms have the following meanings:

“Charges” the Company’s charges for the Goods and/or Services;
“Commencement Date” has the meaning set out in clause 3.2;
“Company” Stone Computers Limited (company number) 02658501 whose registered office is at Granite One Hundred, Acton Gate, Stafford, Staffordshire, ST18 9AA;
“Company Materials has the meaning as given to it in clause 10.10;
“Conditions” these terms and conditions;
“Confidential Information” any and all information acquired by a party about the other party’s business and/or given by a party to the other and/or generated by a party from the other party’s information;
“Contract” any agreement between the Company and the Customer for the provision of the Goods and/or Services incorporating these Conditions;
“Customer” the person who agrees to purchase the Goods and/or Services from the Company subject to these Conditions;
“Consumable” any Good which by virtue of its nature is expected to deteriorate in performance as a result of its normal everyday use by the Customer and which shall specifically include (without limitation) all batteries, AC adapters, keyboards and mice;
“Deliverables” all deliverables including but not limited to any Equipment and/or documents, products and materials provided by the Company in relation to the Services including those specified in the Order but excluding any Goods;
“Delivery Location” has the meaning given to it in clause 4.3;
“Equipment” means any electrical equipment and/or components which are provided by the Company, its subcontractors and/or agents to enable the Customer to receive and use the Services but excluding any Goods;
“Field of Use” the field of use and/or application for which the Customer has engaged the Company to perform the Services as described in the Quotation;
“Force Majeure Event” has the meaning given to it in clause 27;
“Goods” the goods (or any part of them) set out in the Order;
“Goods Specification” the Specification for the Goods;
“Hardware Failure” a fault suffered by any Good(s) other than one which has been caused by a deterioration in performance that in the reasonable opinion of the Company results from the normal everyday use of the Good(s);
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, rights in confidential information and any other intellectual property rights, in each case whether registered or unregistered and including all applications (and rights to apply) for, and renewals or extensions of, such rights and all rights of action for infringement of 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;
“Liability” means liability for actions, awards, costs, claims, damages, losses (including without limitation any direct or indirect consequential losses), demands, expenses, loss of profits, loss of reputation, judgments, penalties and proceedings and any other losses and/or liabilities;
“Monitor” a display screen used to provide visual output from a computer;
“On-Site Engineering Support Package” the support package to be provided in respect of the Goods and agreed to by the Company and the Customer which shall in each case specify either a three day response commitment, a next day response commitment, an eight hour response commitment or a four hour response commitment and pursuant to which the Company is required to undertake in connection with the Goods the obligations set out in clause 19;
“Order” the Customer’s purchase order or the Customer’s acceptance of a Quotation;
“Period” the period of time for which the Company has agreed to provide to the Customer either the On-Site Engineering Package or the RTB Package (as appropriate) (“Main Period”) provided however that in relation to any Good (or any component part of a Good) which is repaired or replaced pursuant to the provisions of clause 19 or clause 20 that period shall in respect of that Good (or component part of the Good) be twelve months from the date of repair or replacement or, if shorter, the unexpired portion of the Main Period as at the date of repair or replacement;
“Quotation” the Company’s written quotation for the Goods and/or Services;
“RMA Number” a returned materials authorisation number issued by the Company in respect of any Goods;
“RTB Support Package” the support package to be provided in respect of the Goods and agreed to by the Company and the Customer and pursuant to which the Company is required to undertake in connection with the Goods the obligations set out in clause 20.
“Service Specification” the Specification for the Services;
“Services” any services which the Company is to supply to the Customer as detailed in the Service Specification including provision of the Deliverables;
“Site” the premises where any Services are to be carried out as specified in the Service Specification;
“Special Conditions” any terms and conditions set out in the Service Specification;
“Specification the description or the specification for the Goods and/or Services provided in writing by the Company to the Customer or such other document as shall be agreed upon by the Company and the Customer as reflecting the details of the Goods and/or Services to be provided by the Company or if there is no such document, the Quotation;
“VAT” value added tax chargeable under English law for the time being and any similar additional tax;
“Warranty Package” such additional warranty terms (if any) as the Company and the Customer may agree in writing to apply in relation to the Goods and/or Services to provided pursuant to the Contract;
 
“Working Day” means any day which is not a Saturday, Sunday or bank or public holiday in England; and
“Working Hours” the time from 09:00 to 16:00 on each Working Day.

2. Construction

2.1 In these Conditions, the following rules of interpretation apply:
2.1.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
2.1.2 a reference to a party includes its personal representatives, successors or permitted assigns;
2.1.3 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
2.1.4 a reference to writing or written includes faxes and e-mails.

3. Basis of Contract

3.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
3.2 Each Order placed by the Customer shall be deemed to be an offer by the Customer to purchase the Goods and/or Services subject to these Conditions and shall be binding on the Customer, but shall bind the Company only when the Company has notified the Customer in writing of its acceptance of the Order or (if earlier) by its actions the Company has commenced performance of the Order (Commencement Date).
3.3 These Conditions apply to all Contracts for the provision of Goods and/or Services entered into by the Company. The Customer agrees to deal with the Company on these Conditions, subject to any Special Conditions to the exclusion of all other terms, conditions, warranties or representations (including any terms or conditions which the Customer purports to apply under any Order, confirmation of order, specification or any other document or implied by trade custom or course of dealing). In the case of any conflict or inconsistency between these Conditions and the Special Conditions the Special Conditions shall prevail to the extent of the conflict or inconsistency.
3.4 No terms or conditions endorsed on, delivered with or contained in the Customer’s purchase order, specification or other document shall form part of the Contract save where these Conditions (and where applicable the terms which are to be overridden) are specifically referred to in that document and the document is signed by both the Customer and the Company.
3.5 No variation to these Conditions shall be binding unless made in accordance with clause 3.4 or clause 29.7 or included in the Special Conditions.
3.6 The Company’s employees or agents are not authorised to make any representations concerning the Goods and/or Services unless they are :
3.6.1 set out in these Conditions;
3.6.2 set out in the Warranty Package;
3.6.3 implied by operation of law; or
3.6.4 given by a director of the Company in writing.
3.7 In entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed. The Customer irrevocably and unconditionally waives any right it may have to claim damages for and/or to rescind the Contract as a result of any misrepresentation whether or not contained in the Contract unless such misrepresentation was made fraudulently.
3.8 Any samples, drawings, descriptive matter or advertising issued by the Company and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
3.9 Any typographical, clerical or other error or omission in any sales literature, Order, Quotation, price list, invoice or other document or information issued by the Company shall be subject to correction without any Liability on the part of the Company.
3.10 Any Quotation shall not constitute an offer, and is only valid for a period of seven Working Days from its date of issue, provided that the Company has not previously withdrawn it.
3.11 The Customer shall not be entitled to cancel in whole or in part any Order, except with the agreement of the Company in writing and then subject to reasonable cancellation charges.

4. Goods and Delivery of Goods

4.1 The Goods are described in the Goods Specification. The Customer shall ensure that the terms of its Order and any applicable Goods Specification are complete and accurate.
4.2 The Company shall ensure that:
4.2.1 each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Company reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
4.2.2 if the Company requires the Customer to return any packaging material to the Company, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Company shall reasonably request. Returns of packaging materials shall be at the Company’s expense.
4.3 The Company shall deliver the Goods to the location set out in the Order or such other location as the parties may agree in writing (Delivery Location) at any time after the Company notifies the Customer that the Goods are ready.
4.4 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
4.5 Any dates quoted for delivery of the Goods are approximate only. The Company shall use its reasonable endeavours to deliver the Goods on or around the date quoted for delivery, but the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 The Customer shall have no right to reject Goods (save as expressly set out in these Conditions) and shall have no right to rescind this Contract for late delivery.
4.7 Subject to the other provisions of these Conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 60 (sixty) days.
4.8 If the Customer fails to accept or take delivery of the Goods within five (5) Working Days of the Company notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Company’s failure to comply with its obligations under the Contract in respect of the Goods:
4.8.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the sixth Working Day following the day on which the Company notified the Customer that the Goods were ready; and
4.8.2 the Company shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.9 If twenty five (25) Working Days after the Company notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, the Company may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.10 The Customer shall not be entitled to reject the Goods if the Company delivers up to and including five (5) per cent more or less than the quantity of Goods ordered, but a pro-rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.
4.11 The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.12 The Company shall not be required to fulfil Orders for Goods in the sequence in which they are placed.

5. Title & Risk

5.1 The risk in the Goods and/or Deliverables shall pass to the Customer on completion of delivery.
5.2 Title to the Goods and/or Deliverables shall not pass to the Customer until the Company receives payment in full (in cash or cleared funds) for the Goods and/or Services and any other goods and/or services that the Company has supplied to the Customer in respect of which payment has become due, in which case title to the Goods and/or Deliverables shall pass at the time of payment of all such sums.
5.3 Until title to the Goods and/or Deliverables has passed to the Customer, the Customer shall:
5.3.1 store the Goods and/or Deliverables separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property;
5.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods and/or Deliverables;
5.3.3 maintain the Goods and/or Deliverables in satisfactory condition and keep them insured against all risks for their full price on the Company’s behalf from the date of delivery;
5.3.4 notify the Company immediately if it becomes subject to any of the events listed in clause 21.1.3 and
5.3.5 give the Company such information relating to the Goods and/or Deliverables as the Company may require from time to time.
5.4 Subject to clause 5.5, the Customer may use the Goods and/or Deliverables in the ordinary course of its business (but not otherwise) before the Company receives payment for the Goods and/or Deliverables.
5.5 If before title to the Goods and/or Deliverables passes to the Customer the Customer becomes subject to any of the events listed in clause 21.1.3 then, without limiting any other right or remedy the Company may have:
5.5.1 the Customer’s right to use them in the ordinary course of its business ceases immediately; and
5.5.2 the Company may at any time:

(i) require the Customer to deliver up all such Goods and/or Deliverables in its possession; and
(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods and/or Deliverables are stored in order to recover them.

6. Supply of Services

6.1 The Company agrees to supply the Services to the Customer on the terms of these Conditions, in consideration of payment of the Charges by the Customer.
6.2 The Company may perform the Services in stages. Where Services are to be performed in stages, each stage shall constitute a separate and distinct contract and failure by the Company to perform, or any claim by the Customer in respect of, any stage shall not entitle the Customer to repudiate and/or terminate this Contract as a whole.
6.3 Unless agreed otherwise, dates for performance of the Services and/or delivery of the Equipment by the Company are estimates only and are not guaranteed although the Company endeavours to give accurate dates where possible. Time is not of the essence in relation to such dates or in relation to revised dates and the Customer shall have no right to reject Services or to rescind for late delivery and/or performance.
6.4 If the Company is delayed in providing the Services either due to the Customer’s failure to comply with the Contract or due to the act and/or omission of the Customer or third party not under the control of the Company then any date or dates agreed between the Company and the Customer for provision of the Services will be delayed by a reasonable period in consideration of the delay suffered by the Company. Any delays in any new telecommunications network services and/or ISDN services being provided by any third party shall not affect when the Company is entitled to render an invoice and/or the Company’s entitlement to be paid for the Services.
6.5 Subject to the other provisions of these Conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the performance of the Services (even if caused by the Company’s negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 60 (sixty) days.
6.6 Delivery of Deliverables shall be deemed to occur at the time when the Deliverables arrive at the place of delivery if the Company delivers the Deliverables by the Company’s own transport or the Company arranges transport or in all other cases when the Deliverables leave the Company’s premises.
6.7 Prior to any Services being commenced the Customer should ensure that:
6.7.1 all data and other information stored on any device or other item that may be accessed in the provision of the Service is adequately and appropriately backed up; and
6.7.2 it removes any confidential, proprietary or personal information which it does not want the Company to access in provision of the Service. The Company may disclose the Customer’s information to third parties if the Company is under a duty to disclose or share the Customer’s data in order to comply with any legal obligation, or to protect the Company’s rights, property, or its safety and/or the safety of its customers, or others.

7. Acceptance

7.1 Unless otherwise stated in the Service Specification acceptance of the Services and the Deliverables shall be deemed to have occurred on whichever is the earliest of:
7.1.1 the signing by the Customer of an acceptance certificate in relation to the Services;
7.1.2 the expiry of five (5) days after the completion of all acceptance tests in respect of the Services;
7.1.3 the expiry of ten (10) days after the provision of all the Services if the acceptance tests have not started (unless the failure relates to the Company’s failure to co-operate in the acceptance tests), or if there are no acceptance tests applicable to the Services; and
7.1.4 the use of the Deliverables by the Customer in the normal course of its business.
7.2 The Customer shall inspect the Goods on delivery and inform the Company within 3 (three) days of the date of delivery if the Goods are damaged or more or less than the correct amount has been delivered. The Customer’s only remedy in respect of damaged or short delivery shall be (at the Company’s sole discretion) the provision of replacement goods or a refund. The Company shall not be liable for any damage or under or over delivery that is not notified in this way.

8. Specification

8.1 Any specification supplied by the Company to the Customer shall only be approximate unless stated in the Service Specification or Goods Specification (together the Applicable Specification(s)).
8.2 The quantity, quality, description and/or specification for the Goods and/or Services shall be that set out in the Applicable Specification(s).
8.3 The Goods and/or Services shall comply in all material respects with any Specification set out in the Applicable Specification(s).
8.4 The Customer is responsible for checking the Applicable Specification(s) and satisfying itself that any Specification given is accurate and adequate for the Goods and/or Services.
8.5 The Company shall have no Liability for errors in any Specification or details supplied by the Customer and the Customer is solely responsible for their accuracy.
8.6 Details, drawings, illustrations and/or specifications in brochures, price lists and/or on the website or buying portals produced by the Company are intended as a guide only and only give a general approximation of the Goods and/or Services and shall not form part of any contract between the Company and Customer.
8.7 Without prejudice to any other right or remedy the Company may have, the Customer agrees to indemnify and keep indemnified the Company against any and all Liability and increased administration and professional and legal costs on a full indemnity basis suffered by the Company (without set-off, counterclaim and/or reduction) and arising out of or in connection with the Company’s use of Intellectual Property Rights, specifications, details and/or drawings supplied by the Customer whether or not such Liability and/or costs were foreseeable or foreseen at the date of the Contract.
8.8 The Customer confirms and agrees that it has not relied upon any details and/or information contained in the Company’s brochure or website or buying portals unless it has sought and obtained written confirmation from the Company of their accuracy.
8.9 The Company reserves the right to make any changes to the Specification for the Goods and/or Services as may be required to conform with any safety, regulatory or legal requirements or which do not materially affect the nature or quality of the Goods and/or Services, and the Company shall notify the Customer in any such event.

9. Changes

9.1 Either party has the right to request changes to the Goods and/or Services.
9.2 Subject to clause 8.9, no change requested by either party shall be effective or binding unless agreed to in writing by both parties.

10. Customer’s obligations

10.1 The Customer shall ensure that the terms of the Order and the Applicable Specification(s) is complete and accurate.
10.2 The Customer shall comply with all and any obligations that may be placed on the Customer pursuant to the terms of the Applicable Specification(s);
10.3 The Customer agrees to promptly provide the Company with any and all information and/or assistance that the Company may require in order to provide the Goods or perform the Services and the Customer warrants to the Company that any information it provides is accurate, complete and is not misleading.
10.4 The Customer warrants that it holds and will continue to hold any licences, waivers, consents and/or notifications required under any applicable legislation, regulation and/or administrative order to receive and use the Goods and/or Services. The Customer agrees that breach of this clause is a material breach of the Contract.
10.5 The Customer shall provide the Company, its employees, agents, consultants and subcontractors, with access to the Site (if applicable), the Customer’s premises, office accommodation and other facilities as reasonably required by the Company to provide the Goods and/or Services including access outside working hours where reasonably required.
10.6 Where Equipment is provided by the Company, the Customer shall ensure that the Site is:
10.6.1 a suitable environment for the safe and reliable housing of the Equipment; and
10.6.2 cleared and prepared before the Services are due to commence.
10.7 The Customer shall make available at the Site such facilities as the Company shall reasonably require in order to discharge any of its obligations under the Contract including, without limitation, sufficient unloading space, parking, facilities, equipment, heating, lighting, power, adequate work space and access to the Customer’s computer and telecommunications systems where such Customer systems are to be combined with Equipment the Company is supplying and/or subject to the Services.
10.8 The Customer shall make available to the Company any facilities on or near the Site reasonably required by the Company to comply with its environmental responsibilities including the disposal of packaging.
10.9 The Customer shall take all reasonable precautions to protect the health and safety of the Company’s employees, agents and sub-contractors while on the Site.
10.10 The Customer shall keep and maintain all materials, equipment, documents and other property of the Company (Company Materials) at the Customer’s premises in safe custody at its own risk; maintain the Company Materials in good condition until returned to the Company; and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation.
10.11 The Customer warrants and represents that it will use the Goods and/or Services in accordance with the Contract, the Company’s reasonable instructions from time to time, all applicable laws, regulations and codes of practice.
10.12 The Customer shall not:
10.12.1 permit anyone other than its employees to use the Deliverables and/or Services;
10.12.2 purchase any Services specifically for re-sale to third parties;
10.12.3 convert, adjust, alter or modify any Deliverables (save for making any changes to the software configuration of any computer systems after acceptance of the Services by the Customer);
10.12.4 remove, alter, disconnect or negate any of the safety features incorporated into Deliverables;
10.12.5 use the Goods, Deliverables and/or Services in a manner which may result in the Company, its subcontractors and/or agents incurring any Liability to a third party.
10.13 In respect of any Services involving access to the Customer’s computer and/or telecommunications systems the Customer warrants, represents and undertakes to the Company that it is the owner of such systems (or if it is not the owner of all or any part of the systems that it has obtained all necessary consents and authorities) and that it has full power to run such computer and telecommunications systems and to permit the Company to perform the Services.
10.14 Without prejudice to any other right or remedy the Company may have, the Customer agrees to indemnify and keep indemnified the Company against any and all Liability and increased administration and professional and legal costs on a full indemnity basis suffered by the Company (without set-off, counterclaim and/or reduction) and arising out of or in connection with any breach of clause 10.13 whether or not such Liability and/or costs were foreseeable or foreseen at the date of the Contract.
10.15 The Customer warrants that it will keep all security codes confidential and only disclose them to persons within its business on a need-to-know basis and to no other third parties except the Company. The Customer agrees to inform the Company immediately if it suspects that the confidentiality of the security codes has been prejudiced.
10.16 If the Company’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or its agents, subcontractors, consultants or employees the Company shall not be liable for any Liability sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
10.17 The Customer shall be liable to pay to the Company, on demand, all Liability sustained or incurred by the Company arising directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Company confirming such Liability to the Customer in writing.

11. Charges, Invoicing and Payment

11.1 Subject to the provisions of clause 11.3, the applicable Charges for Goods shall be the price set out in the Order or the Quotation, or if no price is quoted, the price set out in the Company’s published price list as at the date of delivery. The Charges for the Goods are, save where otherwise agreed in writing by the Customer and the Company, exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods.
11.2 Subject to the provisions of clause 11.3, the Charges for Services shall be calculated on a time and as follows:
11.2.1 the charges shall be calculated in accordance with the Company’s standard daily fee rates, as set out in the Service Specification;
11.2.2 the Company’s standard daily fee rates for each individual person are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on Working Days;
11.2.3 the Company shall be entitled to charge an overtime rate of up to 200 per cent of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 11.2.2; and
11.2.4 the Company shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Company engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Company for the performance of the Services, and for the cost of any materials.
11.3 The Company reserves the right to:
11.3.1 increase the Charges for the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Company that is due to:

(i) any factor beyond the control of the Company (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(ii) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
(iii) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Company adequate or accurate information or instructions in respect of the Goods; and

11.3.2 increase the Charges for the Services, if at any time from issue of the Service Specification to completion of the Contract there is an increase of 5% or more in the US dollar to pounds sterling exchange rate as published by the Company’s bankers from time to time. The Company shall at its discretion be entitled to increase the Charges on notice in writing to the Customer by a percentage equal to or less than the percentage change in the exchange rate.
11.4 In respect of Goods, the Company shall invoice the Customer in advance of delivery unless otherwise notified by the Company. In respect of Services, the Company shall invoice the Customer in advance unless otherwise notified by the Company.
11.5 The Charges do not include the provision of any special equipment nor any work such as cutting away, making good, decoration, ducting, ground work, building work and other similar work. If these are arranged by the Company for the Customer then they shall be charged as additional items to the Charges for the Services.
11.6 The Company shall be entitled to invoice each delivery of Goods and/or Services separately.
11.7 The Company may increase its Charges in relation to Goods and/or Services where the increase is to take account of increases in the Company’s Liability suffered by the Company subject to reasonable advanced notice being provided to the Customer of such increases.
11.8 The Company may vary its call charges and/or line rental charges from time to time if the Company’s supplier(s) alter their charges to the Company. The Company will use its reasonable endeavours to inform the Customer in writing of any increases in charges for the Services at least 30 days before such increase takes effect (where possible).
11.9 Liability for connection, inspection and/or acceptance charges to public communications networks are the direct responsibility of the Customer unless specifically detailed and explicitly included in the Applicable Specification(s). Such Liability is not included in the Charges and the Company is not liable to pay them.
11.10 If the Customer increases the level of Services it takes from the Company at any time, the Company will agree with the Customer the additional charges which may apply as a result.
11.11 If at any time the Company omits to charge the Customer for something in an invoice, the Company may invoice the Customer for the omitted charges at any time up to 12 months after the date the Charge was incurred.
11.12 All invoices will be sent to the Customer’s contact address as listed in the Order, unless the Customer informs the Company of any change in the Customer’s billing address in writing.
11.13 The Customer shall make payment to the Company in respect of all invoices in full within thirty (30) days of the date of the invoice. Time of payment shall be of the essence.
11.14 No payment shall be deemed to have been received until the Company has received payment in full in cleared funds. The Company accepts payment by direct debit or bank transfer or as otherwise agreed in writing with the Customer. The Customer shall ensure that the Company receives payment in full in cleared funds no later than the due date.
11.15 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). Where any taxable supply for VAT purposes is made under the Contract by the Company to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.
11.16 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
11.17 The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.
11.18 All payments shall be applied to invoices and to the Services listed in such invoices in the order determined in its discretion by the Company.
11.19 If full payment is not received by the Company by the due date then without prejudice to its other rights and remedies the Company shall be entitled:
11.19.1 to sue for the total Charges; and/or
11.19.2 to suspend the further provision of Goods and/or Services to the Customer without incurring any Liability; and/or
11.19.3 to terminate the Contract without incurring any Liability; and/or
11.19.4 to charge interest on the overdue amount at the rate of 8% per cent per annum above the base rate for the time being of the Bank of England from time to time accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment.

12. Credit Limit

12.1 The Company may set a credit limit for the Customer and vary this from time to time at the Company’s sole option by notice in writing to the Customer. Changes in the Customer’s credit limit will be notified to the Customer from time to time.
12.2 The Company reserves the right to refuse to accept orders for Goods and/or Services and/or to suspend or withhold delivery of Goods and/or the performance of the Services if delivery or performance of such Goods and/or Services would result in the Customer exceeding its credit limit or its credit limit is already exceeded.

13. Data Protection

13.1 The Company acknowledges that where in the performance of its obligations under the Contract it has responsibilities for the protection of ‘Personal’ data passed to it by individuals and as required by Data Protection legislation will:
13.1.1 assume the role of Data Controller.
13.1.2 make available a ‘Privacy Notice’ which sets out its intentions in respect to any ‘Personal’ data it requires from individuals. https://www.stonegroup.co.uk/
13.1.3 recognise and respond to the rights of all individuals from whom it has received ‘Personal’ data.
13.2 The Company acknowledges that where in the performance of its obligations under the Contract it has responsibility for the protection of ‘Personal’ data passed to it by another Data Controller and as required by Data Protection Legislation will:
13.2.1 assume the role of Data Processor.
13.2.2 only process ‘Personal’ data from another Data Controller under the conditions set out in a formal Data Processing contract.
13.2.3 assist the Data Controller in responding to the rights of any individual from whom it has received ‘Personal’ data.

14. Confidentiality and Call Recording

14.1 Neither party shall directly and/or indirectly use and/or disclose the other party’s Confidential Information except in the proper performance of the Contract.
14.2 The obligations of confidentiality and non-use set out above shall continue indefinitely and shall survive termination of the Contract for any reason except they shall not apply to information:
14.2.1 which the receiving party proves was already in its possession and at its free disposal prior to disclosure by the other party;
14.2.2 which the receiving party proves was developed by it without reference to any of the other party’s Confidential Information;
14.2.3 which is after the date of the Contract disclosed to the receiving party without any obligations of confidentiality by a third party who is not in breach of any duty of confidentiality in doing so;
14.2.4 which is or becomes generally available to the public through no default and/or omission on the receiving party’s part; or
14.2.5 to the extent it is required to be disclosed by law and/or the rules of any recognised stock exchange and/or regulatory authority on condition that the receiving party gives the other party as much advance notice of such disclosure as possible.
14.3 The exceptions in clause 14.2 above shall not apply to any combination of features merely because individual features (but not the combination itself) fall within any one or more of such exceptions.
14.4 The Customer acknowledges and agrees that the Company may record calls for training and quality improvement purposes and to assist the Company to perform and manage any contract which it enters into with the Customer. The Customer shall procure that each member of its staff, agents, sub-contractors and other representatives consent to such recording when contacting the Company in relation to the Goods and/or Services. This creates a primary obligation on the Customer and not a secondary guarantee.

15. Intellectual Property

15.1 The Customer acknowledges and agrees that all Intellectual Property Rights in any Goods manufactured by the Company (save to the extent that any of the Company’s suppliers own any Intellectual Property Rights in any part of any such manufactured Goods), and/or arising out of or in connection with the Services shall be owned by the Company absolutely.
15.2 The Customer acknowledges and agrees that all Intellectual Property Rights in any software provided with the Deliverables is and will remain the exclusive property of the relevant software licensor(s). The Company provides no licence with the software and the software will be supplied directly to the Customer by the software licensor(s) subject to any burdens and/or conditions attached to the relevant software licence(s).
15.3 Subject to clause 15.1 15.2 and 15.6, all Intellectual Property Rights in any Deliverables shall at all times be and remain the property of the Company or its licensor.
15.4 The Customer agrees that, at the Company’s cost, it will do all acts and/or things and execute all documents and/or deeds which are required by the Company to give effect to this clause 15 and/or to assist the Company or its suppliers in the application, registration, renewal and/or protection of such Intellectual Property Rights.
15.5 Subject to clause 15.1, 15.2 and 15.6 and to payment in full by the Customer of all sums due under the Contract, the Company grants the Customer a non-exclusive, royalty free licence to use any Intellectual Property Rights in the Deliverables for the purposes only of making reasonable use of the Services.
15.6 All Intellectual Property Rights in any drawings, diagrams, specifications, data and any other materials and/or works provided by the Customer shall at all times be and remain the property of the Customer or its licensor. The Customer grants to the Company a non-exclusive, royalty free licence (with a right to sub-license) to use and make copies, for the purpose of providing the Goods and/or Services, any materials and/or works (including any Intellectual Property Rights therein) which are provided by the Customer.
15.7 The Customer shall not make any modification to the Goods and/or Deliverables or their packaging, nor alter, remove, or tamper with any trade marks used on or in relation to the Deliverables, Goods and/or Services.
15.8 The Company shall be free to utilise for the benefit of its other customers any skill and/or know-how that it may develop or acquire in the performance of the Services.
15.9 The Customer shall indemnify and keep indemnified the Company against any and all losses, proceedings, lost profits, damages, awards, expenses, claims, costs (including increased administration costs and legal costs on a full indemnity basis), actions and any other losses and/or liabilities suffered by the Company and arising from or due to any Intellectual Property Rights infringement claim by a third party arising out of any act and/or omission of the Customer.

16. Freedom of Information Act

16.1 If the Customer receives a request under the Freedom of Information Act 2000 or any similar legislation which may require the disclosure by it of any information it holds relating to the Company (whether or not such information is Confidential Information), the Customer will immediately notify the Company of:
16.1.1 the request;
16.1.2 the Customer’s opinion as to whether or not any information relating to the Company might be disclosed;
16.1.3 whether (and, if so, when) the Customer intends to make the disclosure. If the Customer does not initially intend to make the disclosure, but later changes its mind, the Customer shall immediately notify the Company.
16.2 The Customer agrees that it will not disclose any information relating to or provided by the Company where one of the exemptions to the obligations to provide information under the Freedom of Information Act 2000 (or any legislation) applies.
16.3 The Customer will provide the Company with at least 10 Working Days written notice that it intends to disclose any information, prior to disclosing any information under the Freedom of Information Act 2000 or any similar legislation.
16.4 The Customer agrees to keep the Company informed as to the progression of any request to which clause 16 relates.
16.5 If the Customer requires the Company’s assistance in dealing with a request the Customer may receive under the Freedom of Information Act 2000 or any similar legislation, the Customer agrees to pay the Company its reasonable costs incurred in assisting the Customer, including payment for both personnel time spent in providing the assistance and any disbursements and expenses the Company incurs.

17. Environmental Compliance

17.1 The Company shall or shall procure that its suppliers of Goods and/or Deliverables shall comply with all obligations imposed on it or them by the Waste Electrical and Electronic Equipment Regulations 2013 (SI 2013/3113) (‘WEEE Regulations’). In particular, the Company shall:
17.1.1 comply with all collection obligations it may have under the WEEE Regulations;
17.1.2 provide the Customer with the WEEE producer registration number for any Goods and/or Deliverables.
17.2 The Company provides a collection facility to Customers for Goods and/or Deliverables which the Company is obliged to collect which have reached the end of their life in accordance with the WEEE Regulations.
17.3 Provided the Goods and/or Deliverables satisfy the Company’s minimum volume requirements and the site from which the Goods and/or Deliverables are to be collected satisfy the Company’s access requirements from time to time and is located in mainland United Kingdom, the Company will collect such Goods and/or Deliverables free of charge. If such requirements are not met, then the Company may charge the Customer for such collection at the Company’s standard rates from time to time.
17.4 The Company shall comply with all obligations imposed on it under the (“RoHS”).

18. Warranties and Liability: THE CUSTOMERS ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

18.1 Subject to the remaining provisions of this clause 18, the Company warrants to the Customer that Services provided under the Contract will be undertaken:
18.1.1 with reasonable skill and care and will be supplied by appropriately experienced, qualified and trained personnel; and
18.1.2 in all material respects with the Service Specification(s).
18.2 The Company shall exercise reasonable endeavours to ensure the security of the Customer’s communications, but cannot guarantee that communications will be secure.
18.3 The Company’s warranties in clause 18.1 do not extend to any damages, defects, or non-conformities caused by:
18.3.1 use of any Deliverables in violation or in a manner inconsistent with the Company’s directions relating to such Deliverables;
18.3.2 use of hardware, software, or facilities with Deliverables (except to the extent expressly authorised by the Company in writing);
18.3.3 any failure to follow installation, operation or maintenance instructions provided by the Company or the manufacturer in respect of the Deliverables;
18.3.4 failure to permit the Company timely access, remote or otherwise, to the Deliverables;
18.3.5 failure to implement all new releases to any software supplied by the Company or any manufacturer;
18.3.6 any Deliverables that have had its original manufacturer’s serial numbers altered, defaced, removed or deleted (electronically or otherwise);
18.3.7 any Deliverables that have been serviced and/or otherwise modified by a party other than the Company or a person authorised by the Company for the Services in question or, where the Company has authorised a third party to service or modify Deliverables, any part of it has not been serviced or modified in accordance with the Company’s instructions;
18.3.8 any mechanical, chemical, electrolytic or other damage (not due to a defect in the Deliverables);
18.3.9 misuse or abnormal use, incorrect operating or environmental conditions (including incorrect temperature and/or humidity levels) the temporary or permanent effects of electromagnetic interference or static electricity or electrical surges or failures, lightning damage or any accidental, negligent or wilful cause beyond the control of the Company; or
18.3.10 the Customer attaching to any Deliverables or allowing any third party to attach to any Deliverables any equipment or software not approved by the Company for connection to such Deliverables and/or in a manner not approved by the Company.
18.4 Subject to the remaining provisions of this clause 18, the Company warrants that where it is the manufacturer of any Good and/or Deliverable on delivery, and for a period of 12 months from the date of delivery (warranty period), those Goods and/or Deliverables shall:
18.4.1 conform in all material respects with the Applicable Specification; and
18.4.2 be free from material defects in design, material and workmanship.
18.5 Where the Company is not the manufacturer of any Good or Deliverable, the Company shall use reasonable endeavours to transfer to the Customer the benefit of any warranty or guarantee given to the Company in respect of such Good or Deliverable subject to any burdens and/or clauses attached to such warranty or guarantee and to the extent that the Company is permitted to transfer such benefit. Other than its obligations set out in this clause 18.5, the Company gives no warranty or guarantee in respect of Goods or Deliverables for which the Company is not the manufacturer or producer of the Goods or Deliverables.
18.6 Subject to the following clauses of this clause 18, if:
18.6.1 the Customer gives notice in writing during the warranty period within a reasonable time of discovery that some or all of the Goods or Deliverables do not comply with the warranty set out in clause 18.4;
18.6.2 the Company is given a reasonable opportunity of examining such Goods and/or Deliverables; and
18.6.3 the Customer (if asked to do so by the Company) returns such Goods and Deliverables to the Company’s place of business at the Customer’s cost, the Company shall, at its option, repair or replace the defective Goods and/or Deliverables, or refund the price of the defective Goods and/or Deliverables in full. The Company shall be at liberty to repair and/or replace the defective Goods and/or Deliverables with nearly new or refurbished parts and/or Goods and/or Deliverables where necessary, for example in circumstances when new parts and/or Goods and/or Deliverables are not readily available.
18.7 The Company shall not be liable for the Goods’ and/or Deliverables’ failure to comply with the warranty in clause 18.4 if:
18.7.1 the Customer makes any further use of such Goods and/or Deliverables after giving a notice in accordance with the Conditions;
18.7.2 the defect arises because the Customer failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods and/or Deliverables or (if there are none) good trade practice;
18.7.3 the defect arises as a result of the Company following any Applicable Specification supplied by or request made by the Customer;
18.7.4 the Customer alters or repairs such Goods and/or Deliverables without the written consent of the Company;
18.7.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
18.7.6 the Goods and/or Deliverables differ from the Applicable Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
18.8 Replacement Goods and/or Deliverables are warrantied as above for the remainder of the original applicable warranty period. The Company will not have any obligation to de-install or re-install replacement Goods and/or Deliverables unless agreed in writing between the parties.
18.9 In addition to the warranties set out in this clause, the Company also gives the warranties set out in any Warranty Package in each case subject to and in accordance with the terms set out therein.
18.10 The warranty in clause 18.4 does not apply to any Consumable except for batteries.
18.11 The Goods may consist of rechargeable batteries which by their very nature are a consumable item that may eventually need to be replaced. The Customer acknowledges that battery run-time capacity degrades over time and usage (even if the equipment is permanently connected to the AC mains) and this would not be regarded a defect in the Goods and as such would not cause a warranty claim under clause 18 to arise.
18.12 Unless stated in the Goods Specification, all monitors provided by the Company as part of the Goods will conform to ISO 9241-307 Class II pixel defect standard or any successor standard in either case as is in force on the delivery date. Pixel failure tolerance during the life of the monitor is as follows:

Type 1 – 2 full bright (“stuck on white”) pixel
Type 2 – 2 full dark (“stuck off”) pixel

5 – 10 single or double bright or dark sub-pixels
(allowed pixel defects per 1 (one) million pixels in the TFT/LCD matrix) or as otherwise stated in the current ISO 9241-307 Class II pixel defect standard or any successor standard as in force on the delivery date. While the number of failed pixels remains within this tolerance, the Company shall have the right to decline any warranty claim and/or obligation to replace/repair a monitor on the grounds of pixel failure and the Goods will be deemed to be in conformance with the warranty.
18.13 Any repaired or replacement Good provided which is not covered by the warranty in clause 18.4 below will:
18.13.1 be charged for based on the Company’s then current charging rates and/or prices (as applicable); and
18.13.2 be supplied with the warranty provided at clause 18.4, but subject to a reduced warranty period of 3 months from the date of repair or delivery of the replacement Good.
18.14 The Company offers the Service of pre-loading the Customer’s units with any standard software build set out in the Order (“Software Build”). The following provisions apply in respect of each Software Build:
18.14.1 the Company will also reapply the Software Build if necessary and required following any warranty repair by the Company within the relevant warranty period;
18.14.2 the Company may delete the Software Build from the Company’s systems at the end of the warranty period applicable to the relevant Goods;
18.14.3 the Customer warrants that it is fully authorised to require and permit the Company to apply and reapply the Software Build; and
18.14.4 the Customer shall indemnify and keep indemnified the Company against any and all Liability suffered by the Company and arising from or due to any claim by a third party arising out of the application or the re-application by the Company of the Software Build.
18.15 Where the Goods and/or Deliverables include any software, the Customer acknowledges and agrees that the Company provides no warranty with the software and that the software will be licensed directly to the Customer by the software licensor and subject to any burdens and/or conditions attached to the relevant software licence.
18.16 The Company does not warrant uninterrupted or error-free operation of the Goods, Deliverables or Services.
18.17 The Company provides no advice in relation to the environment or environmental controls which may be required at the Site to safely and reliably operate and/or utilise the Goods and/or Deliverables and the Customer should obtain its own independent advice in this regard.
18.18 The Customer shall not remove or obscure any logo or writing on Goods and/or Deliverables that the Company has supplied to the Customer. The Customer shall replace all batteries and other consumable parts of the Goods and/or Deliverables as required with compatible and approved consumables. The Customer shall not, and shall ensure that end users do not tamper with or attempt to repair or service the Goods and/or Deliverables or allow any party other than the Company to do so. Any attempt to do this may invalidate any applicable warranties.
18.19 Except where there is a genuine dispute concerning the Charges, no warranty provided by the Company shall apply for as long as the Charges or part of them is overdue for payment and any applicable warranty period shall be reduced by any period during which the Charges or part of them are overdue for payment.
18.20 The Company shall have no Liability for any Goods and/or Deliverables being defective or for defective Services where the defect has been caused by the Customer.
18.21 The Company shall be entitled to rely on any information supplied by the Customer in respect of its requirements for software licences and the Company shall have no Liability to the Customer for any inadequacy in the number of software licences supplied due to any information supplied by the Customer being inaccurate, incomplete, inadequate and/or misleading.
18.22 The Company shall have no Liability to the Customer for any matters which arise due to or in connection with a failure by the Customer to implement an appropriate environment or environmental controls at the Site in relation to the operation or utilisation of the Goods and/or Deliverables.
18.23 The Company shall have no Liability to the Customer for any part of any Goods and/or Deliverables which is defective and/or defective Services, unless the event is notified to the Company in accordance with clause 7.2 in respect of any defects apparent on delivery or within a reasonable time of discovery of any other defect, or if shorter, by completion of any relevant user acceptance tests.
18.24 The Company shall have no Liability for additional damage, loss, Liability, claims, costs or expenses caused or contributed to by the Customer’s continued use of defective Goods and/or Deliverables after a defect has become apparent or suspected or should reasonably have become apparent to the Customer.
18.25 The Company shall have no Liability to the Customer to the extent that the Customer is covered by any policy of insurance and the Customer shall ensure that its insurers waive any and all rights of subrogation they may have against the Company.
18.26 The Company shall have no Liability to the Customer for any loss or damage which it may suffer as a result of the loss of any data or applications from any hard drive or other storage medium either during the repair or replacement of any Goods or the provision of any of the Services. The Customer must take responsibility for protecting against any such risks in such manner as it sees fit including making such backups as it may require of the information at such intervals as may be appropriate for its purposes.
18.27 Except as expressly provided in these Conditions and so far as is permitted by statute all warranties, conditions, guarantees or representations, express or implied, statutory or otherwise are excluded.
18.28 The Goods and/or Services are provided to and for the benefit of the Customer exclusively and all collateral warranties are excluded.
18.29 The Company shall have no Liability to the Customer for any loss or damage to any of its software programmes during the repair or replacement of any Goods or the provision of any of the Services.
18.30 The Company shall have no Liability to the Customer for any Liability arising from any instructions supplied by the Customer which are incomplete, incorrect, inaccurate, or in the wrong form, or arising from their late arrival or non‐arrival, or any other fault of the Customer.
18.31 The Company shall have no Liability to the Customer for any:‐
18.31.1 consequential and/or indirect losses;
18.31.2 loss of profits and/or damage to goodwill;
18.31.3 loss of or corruption of data;
18.31.4 special damages; and/or
18.31.5 business interruption, loss of business, contracts, opportunity and/or production.
18.32 The Company’s total aggregate Liability to the Customer in relation to the Contract shall not exceed 150% of the Charges under the Contract. To the extent that any Liability of the Company to the Customer would be met by any insurance of the Company then the Liability of the Company shall be extended to the extent that such Liability is met by such insurance.
18.33 Each of the limitations and/or exclusions in these Conditions shall be deemed to be repeated and apply as a separate provision for each of:
18.33.1 Liability for breach of contract (including fundamental breach);
18.33.2 Liability in tort (including negligence);
18.33.3 Liability for breach of statutory duty; and
18.33.4 Liability for breach of Common Law.
except clause 18.32 above which shall apply once only in respect of all the said types of Liability.
18.34 Nothing in the Contract shall exclude or limit any statutory rights of the Customer which may not be excluded or limited due to the Customer acting as a consumer. Any provision which would be void under any consumer protection legislation or other legislation shall to that extent, have no force or effect.
18.35 The Customer acknowledges and agrees that the limitations of Liability contained in this clause are:
18.35.1 fair and reasonable;
18.35.2 reflected in the Charges and of the insurance cover carried by the Company; and
18.35.3 just and equitable having regard to the extent of the responsibility of the Company for any Liability suffered.
18.36 The limitations in these Conditions are necessary in order to allow the Company to provide the Goods and/or the Services at its current prices. If the Customer requires greater protection then the Company may agree to modify the limitations on its Liability in return for the payment of a higher price for the Goods and/or Services.
18.37 To enable the Company to assess whether the Goods, Deliverables and/or Services do not comply with any warranty given by the Company, the Customer shall (at the request of the Company) either procure the Company’s access to the relevant premises to enable the Company to view the defective Goods, Deliverables and/or Services and/or send in accordance with the Company’s instructions the defective Goods and/or Deliverables to the Company at its own cost for inspection. If the Customer is required to send the defective Goods and/or Deliverables to the Company for inspection and it is subsequently determined by the Company that the defect is within the scope of its warranty, the Company shall refund the costs reasonably incurred by the Customer in delivering the defective Goods and/or Deliverables to the Company.
18.38 In the event of any valid claim under any warranty in these Conditions being made by the Customer, the Company shall be entitled to re-perform the Services and/or replace the Goods and/or Deliverables free of charge or, at the Company’s sole discretion, refund to the Customer the Charges for the defective Goods and/or Services (or a proportionate part of the Charges as appropriate) but the Company shall have no further Liability to the Customer.
18.39 The Customer shall give the Company a reasonable opportunity to remedy any matter for which the Company is liable before the Customer incurs any Liability in remedying the matter itself. If the Customer does not do so, the Company shall have no Liability to the Customer in relation to such matter.
18.40 The Customer shall produce to the Company written evidence of any claims for which it is alleged that the Company has Liability together with written details of how that Liability was caused by the Company and the steps the Customer has taken to mitigate the Liability before the Company shall have any Liability for the claim by the Customer.
18.41 The Customer shall be under a duty to mitigate any Liability that it may suffer.
18.42 Nothing in these Conditions shall exclude or limit the Company’s Liability for death or personal injury due to its negligence or any Liability which is due to its fraud or any other Liability which it is not permitted to exclude or limit as a matter of law.
18.43 Without prejudice to any other right or remedy the Company may have, the Customer agrees to indemnify and keep indemnified the Company against any and all Liability and increased administration and professional and legal costs on a full indemnity basis suffered by the Company (without set-off, counterclaim and/or reduction) and arising out of or in connection with any breach of contract, any tortious act and/or omission and/or any breach of statutory duty by the Customer whether or not such Liability and/or costs were foreseeable or foreseen at the date of the Contract.

19. On-Site Engineering Support Package

19.1 Subject to the remaining provisions of this clause 19, if the Customer has selected and the Company has agreed to provide the On-Site Engineering Support Package the Company shall, if a fault develops in respect of any Good during the Period, at the Company’s option, either:
19.1.1 repair the defective Good (or the appropriate component part(s) of that Good); or
19.1.2 replace the defective Good (or the appropriate component part(s) of that Good); or
19.1.3 refund an amount calculated in accordance with the following formula:

A =B ÷ C x D
Where:
A is the amount of the refund;
B is the total number of days in the period from the date on which the fault was first reported to the Company pursuant to clause 19.5 and the last day of the Period;
C is the total number of days in the Period; and
D is an amount equal to the Charges paid for the defective Good.

19.2 The Company shall have no obligations pursuant to this clause 19 if, in the reasonable opinion of the Company, the fault has arisen as a result of or has been exacerbated by:
19.2.1 any accidental or wilful damage to the Good or any part of the Good or the Customer’s negligence;
19.2.2 the improper or inadequate installation of the Good or any part of the Good (save where that installation was carried out by or on behalf of the Company);
19.2.3 any use or storage of the Good or any part of the Good which is in any way contrary to the instructions or advice provided by the Company or (if appropriate) by the manufacturer of the Good;
19.2.4 any improper or inadequate handling, maintenance or repair of the Good or any part of the Good (save where the same was carried out by on or behalf of the Company);
19.2.5 any alterations made to the Good or any part of the Good (save where such alterations are carried out by or on behalf of the Company or have been expressly approved in writing and in advance by the Company);
19.2.6 the use of the Good or any part of the Good in conjunction with anything (including software) that has not been supplied by the Company (save where the use of that thing was expressly approved or authorised in any instructions or advice provided by the Company or (if appropriate) by the manufacturer of the Good); or
19.2.7 a Force Majeure Event.
19.3 The Company shall have no obligations pursuant to this clause 19 unless, throughout the Period, the Customer:
19.3.1 ensures that it only uses the Good(s) in accordance with the instructions and recommendations of the relevant manufacturer(s) of the Good(s);
19.3.2 ensures that any engineer or other agent who may be sent by the Company pursuant to the provisions of clause 19.5.3 is provided with reasonable access to the Good(s) for such period as may be required to enable them to carry out such activities as may be required under clause 19.5;
19.3.3 ensures that any engineer or other agent who may be sent by the Company pursuant to the provisions of clause 19.5.3 is provided with an adequate and safe working space to enable them to carry out such activities as may be required under clause 19.5;
19.3.4 co-operates fully with the Company in the diagnosis and assessment of any fault that develops in respect of any Good including providing the Company with access to any information, documentation, software and personnel that may reasonably be required by the Company in order to comply with its obligations under this clause 19; and
19.3.5 complies with its obligations under clause 19.5.
19.4 The Company shall have no obligations pursuant to this clause 19 if:
19.4.1 the fault relates to a Consumable and it has arisen in circumstances where the Company reasonably concludes that the fault has been caused by something other than a Hardware Failure; or
19.4.2 the fault relates to a Monitor and notwithstanding the fault the Monitor nevertheless continues to conform to and meet the standards for typical monitor resolutions that are set out in ISO-9241-307:2008.
19.5 If a fault develops with a Good:
19.5.1 the Customer must notify the Company as soon as reasonably possible after becoming aware of the fault by phoning the Company’s designated help line phone number within Working Hours;
19.5.2 the Company shall, during the course of the call from the Customer referred to in clause 19.5.1, assess whether in the circumstances the Company has or could have any obligations pursuant to this clause 19;
19.5.3 if the Company concludes, acting reasonably, that it has no obligations pursuant to this clause 19 it shall have not be required to do anything further but if the Company concludes, acting reasonably, that it has obligations pursuant to this clause 19 it shall arrange for an engineer to be dispatched to assess the Good such engineer to arrive:

(i) in the case of an On-Site Engineering Support Package with a three day response commitment, within Working Hours on the third Working Day after the Working Day on which the call referred to in clause 19.5.1 was received, provided however that if a call is received after 3:00 pm on a Working Day the requirement shall be that the engineer arrives within Working Hours on the fourth Working Day following the Working Day on which the call was received; or
(ii) in the case of an On-Site Engineering Support Package with a next day response commitment, within Working Hours on the Working Day immediately following the Working Day on which the call referred to in clause 19.5.1 was received, provided however that if a call is received after 3:00 pm on a Working Day the requirement shall be that the engineer arrives within Working Hours on the next but one Working Day following the Working Day on which the call was received; or
(iii) in the case of an On-Site Engineering Support Package with an eight hour response commitment, by no later than the time falling eight hours after the call referred to in clause 19.5.1 was received, provided however that for the purpose of calculating the response time only Working Hours shall be included; or
(iv) in the case of an On-Site Engineering Support Package with a four hour response commitment, by no later than the time falling four hours after the call referred to in clause 19.5.1 was received, provided however that for the purpose of calculating the response time only Working Hours shall be included or at such later time as may be specifically agreed with the Customer
or in each case at such later time as may be specifically agreed with the Customer;

19.5.4 if the engineer is unable to remedy the default on site or if the engineer considers that it is necessary for the Good to be returned to the Company to allow the Company to comply with its obligations under this clause, the engineer shall be entitled and the Customer shall make such arrangements as may be necessary to allow the engineer to remove the Good and return it to the Company;
19.5.5 if the Good is returned to the Company pursuant to clause 19.5.4, the Company shall, if it chooses to repair or replace that Good arrange for the Good to be returned to the Customer as soon as reasonably possible after the repair or replacement has taken place and by such means as the Company may reasonably select.
19.6 The Company and the Customer acknowledge and agree that if the Company is required pursuant to the provisions of this clause 19:
19.6.1 to repair any defective Good (or a component part of any Good) the Company shall only be required to ensure that following such repair the Good provides at least the same level of functionality as was provided by the Good before the fault developed;
19.6.2 to replace any defective Good (or a component part of any Good) the Company shall not be required to ensure that the replacement Good or component is new and shall only be required to ensure that the same is free from defects and that following replacement the Good provides at least the same level of functionality as was provided by the Good before the fault developed; and
19.6.3 to make a refund in relation to a defective Good the Company shall take reasonable steps to arrange for the refund to be made to the Customer by no later than 15 Working Days after the decision has been taken to make the refund or if later by the date falling three Working Days after the date on which the Company takes possession of the defective Good.
19.7 The Company and the Customer acknowledge and agree that in complying with the obligations under this clause 19:
19.7.1 the Company shall not be responsible for the loss of any data that belongs to or was being stored by the Customer on the Good(s) or elsewhere;
19.7.2 the Customer shall be solely responsible for ensuring that:

(i) it has in place at all times adequate and appropriate arrangements to back-up and retrieve or restore its data; and
(ii) it has taken appropriate and sufficient measures to protect all of its Confidential Information and to ensure compliance with all of its obligations in relation to data protection; and
(iii) the Company shall not be responsible for or required to:

(a) correct any software defects that may have arisen in relation to any Good(s);
(b) put in place arrangements to ensure that the Customer avoids any future software defects;
(c) load or reload the Customer’s data and/or applications software to any Good(s) or otherwise; or
(d) reconfigure any of the Customer’s systems and/or any of the Goods.

20. RTB Support Package

20.1 Subject to the remaining provisions of this clause 20, if the Customer has selected and the Company has agreed to provide the RTB Support Package the Company shall, if a fault develops in respect of any Good during the Period, at the Company’s option, either:
20.1.1 repair the defective Good (or the appropriate component part(s) of that Good); or
20.1.2 replace the defective Good (or the appropriate component part(s) of that Good); or
20.1.3 refund an amount calculated in accordance with the following formula:

A = B ÷ C x D
Where:
A is the amount of the refund;
B is the total number of days in the period from the date on which the fault was first reported to the Company pursuant to clause 20.5 and the last day of the Period;
C is the total number of days in the Period; and
D is an amount equal to the price paid for the defective Good.

20.2 The Company shall have no obligations pursuant to this clause 20 if, in the reasonable opinion of the Company, the fault has arisen as a result of or has been exacerbated by:
20.2.1 any accidental or wilful damage to the Good or any part of the Good;
20.2.2 the Customer’s negligence;
20.2.3 the improper or inadequate installation of the Good or any part of the Good (save where that installation was carried out by or on behalf of the Company);
20.2.4 any use or storage of the Good or any part of the Good which is in any way contrary to the instructions or advice provided by the Company or (if appropriate) by the manufacturer of the Good;
20.2.5 any improper or inadequate handling, maintenance or repair of the Good or any part of the Good (save where the same was carried out by on or behalf of the Company);
20.2.6 any alterations made to the Good or any part of the Good (save where such alterations are carried out by or on behalf of the Company or have been expressly approved in writing and in advance by the Company);
20.2.7 the use of the Good or any part of the Good in conjunction with anything (including software) that has not been supplied by the Company (save where the use of that thing was expressly approved or authorised in any instructions or advice provided by the Company or (if appropriate) by the manufacturer of the Good); or
20.2.8 a Force Majeure Event.
20.3 The Company shall have no obligations pursuant to this clause 20 unless, throughout the Period, the Customer:
20.3.1 ensures that it only uses the Good(s) in accordance with the instructions and recommendations of the relevant manufacturer(s) of the Good(s);
20.3.2 co-operates fully with the Company in the diagnosis and assessment of any fault that develops in respect of any Good including providing the Company with access to any information, documentation, software and personnel that may reasonably be required by the Company in order to comply with its obligations under this clause 20; and
20.3.3 complies with its obligations under clause 20.5.
20.4 The Company shall have no obligations pursuant to this clause 20 if:
20.4.1 the fault relates to a Consumable and it has arisen in circumstances where the Company reasonably concludes that the fault has been caused by something other than a Hardware Failure; or
20.4.2 the fault relates to a Monitor and notwithstanding the fault the Monitor nevertheless continues to conform to and meet the standards for typical monitor resolutions that are set out in ISO-9241-307:2008.
20.5 If a fault develops with a Good:
20.5.1 the Customer must notify the Company as soon as reasonably possible after becoming aware of the fault by phoning the Company’s designated help line phone number within Working Hours;
20.5.2 the Company shall, during the course of the call from the Customer referred to in clause 20.5.1, assess whether in the circumstances the Company has or could have any obligations pursuant to this clause 20;
20.5.3 if the Company concludes, acting reasonably, that it has no obligations pursuant to this clause 20 it shall have not be required to do anything further but if the Company concludes, acting reasonably, that it has obligations pursuant to this clause 20 the Customer shall arrange for the Good(s) to be returned to the Company by such means and in such manner as may be specified by the Company at the time;
20.5.4 if the Good is returned to the Company pursuant to clause 20.5, the Company shall, if it chooses to repair or replace that Good arrange for the Good to be returned to the Customer as soon as reasonably possible after the repair or replacement has taken place and by such means as the Company may reasonably select.
20.6 The Company and the Customer acknowledge and agree that if the Company is required pursuant to the provisions of this clause 20:
20.6.1 to repair any defective Good (or a component part of any Good) the Company shall only be required to ensure that following such repair the Good provides at least the same level of functionality as was provided by the Good before the fault developed;
20.6.2 to replace any defective Good (or a component part of any Good) the Company shall not be required to ensure that the replacement Good or component is new and shall only be required to ensure that the same is free from defects and that following replacement the Good provides at least the same level of functionality as was provided by the Good before the fault developed; and
20.6.3 to make a refund in relation to a defective Good the Company shall take reasonable steps to arrange for the refund to be made to the Customer by no later than 15 Working Days after the decision has been taken to make the refund or if later by the date falling three Working Days after the date on which the Company takes possible of the defective Good.
20.7 The Company and the Customer acknowledge and agree that in complying with the obligations under this clause 20:
20.7.1 the Company shall not be responsible for the loss of any data that belongs to or was being stored by the Customer on the Good(s) or elsewhere;
20.7.2 the Customer shall be solely responsible for ensuring that:

(i) it has in place at all times adequate and appropriate arrangements to back-up and retrieve or restore its data; and
(ii) it has taken appropriate and sufficient measures to protect all of its confidential information and to ensure compliance with all of its obligations in relation to Data Protection; and
(iii) the Company shall not be responsible for or required to:

(a) correct any software defects that may have arisen in relation to any Good(s);
(b) put in place arrangements to ensure that the Customer avoids any future software defects;
(c) load or reload the Customer’s data and/or applications software to any Good(s) or otherwise; or
(d) reconfigure any of the Customer’s systems and/or any of the Goods.

21. Termination

21.1 Without limiting its other rights and remedies, each party shall be entitled to terminate the Contract immediately by notice in writing to the other party if:
21.1.1 the other party commits an irremediable breach of the Contract, persistently repeats a remediable breach or commits any remediable breach and fails to remedy it within 14 (fourteen) days of receipt of notice of the breach requiring remedy of the same; or
21.1.2 the other party persistently breaches one of more terms of the Contract; or
21.1.3 the other party makes an arrangement with or enters into a compromise with its creditors, becomes the subject of a voluntary arrangement, receivership, administration, liquidation or winding up, is unable to pay its debts or otherwise becomes insolvent or suffers or is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event, whether in the United Kingdom or elsewhere; or
21.1.4 the other party ceases or threatens to cease to carry on business.
21.2 Without limiting its other rights and remedies, the Company shall be entitled to terminate the Contract immediately by notice in writing to the Customer if:
21.2.1 the Customer fails to make a payment when due; or
21.2.2 there is at any time a material change in the management, ownership or control of the Customer; or
21.2.3 the Customer appears to the Company due to the Customer’s credit rating to be financially inadequate to meet its obligations under the Contract; or
21.2.4 the Company reasonably apprehends that any of the events specified in clauses 21.1.3 or 21.1.4 is about to occur in relation to the Customer and notifies the Customer accordingly.
21.3 If the Contract is terminated for any reason then:
21.3.1 the Company immediately may enter, without prior notice, the Site and/or any of the Customer’s premises (or premises of third parties with their consent) where Goods and/or Deliverables owned by the Company may be and repossess and dispose of or sell any Goods and/or Deliverables found which is owned by the Company so as to discharge any sums due to the Company under the Contract or any other agreement with the Customer;
21.3.2 the Company immediately may require the Customer not to re-sell or part with the possession of any Goods and/or Deliverables owned by the Company until the Customer has paid in full all sums due to the Company under the Contract or any other agreement with the Customer;
21.3.3 the Company immediately may withhold delivery of any undelivered Goods and/or Services and stop any Goods and/or Deliverables in transit;
21.3.4 the Company immediately may withhold the performance of any Services and cease any Services in progress and if the Services are suspended due to the Customer’s acts and/or omissions, the Customer must pay to the Company all reasonable costs and expenses incurred in the implementation of such suspension and/or the recommencement of the suspended Services;
21.3.5 all monies owed by the Customer to the Company shall immediately become due and payable notwithstanding any previous agreement or arrangement to the contrary and the Customer shall be obliged to pay interest at the rate specified in clause 11.19.4 from the time of termination until the Company receives payment;
21.3.6 the Customer shall immediately cease use of any software (except software which is embedded in hardware to which the Customer has title) and the Customer shall (if requested by the Company), delete or destroy all copies of Deliverables which the Company has supplied or which the Customer has copied, in whatever form and return, delete or destroy all copies of the software (except software which is embedded in hardware to which the Customer has title) and provide the Company with written confirmation that all such copies have been returned, deleted or destroyed;
21.3.7 the accrued rights and remedies of the parties as at termination shall not be affected, 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; and
21.3.8 clauses which expressly or by implication have effect after termination shall continue in full force and effect.

22. Advance replacement components

22.1 The Company may in its discretion send replacement Goods to the Customer provided that the Customer provides the reason for such request when it requests replacement Goods and the Company is satisfied that the replacement Goods are required due to the original Goods being defective.
22.2 If the Company agrees to replace any Good in accordance with clause 22 the Company will provide the Customer with an RMA Number and invoice the Customer for the price of any such replacement Good.
22.3 The Customer must return any Good to be replaced within fourteen (14) days of the issue of an RMA Number in respect of such Good.
22.4 The Customer must clearly display the relevant RMA Number on any Good returned in accordance with this clause 22.
22.5 If any Good is returned in accordance with this clause 22 but following examination by the Company no defect is revealed, the Company may charge the Customer an administration fee of 10% of the price of the Goods or £25 plus VAT whichever is the higher and the Customer must pay any such fee. Each of the Company and the Customer acknowledge and agree that any such fee is a genuine pre-estimate of the damage and loss likely to be suffered by the Company as a result of the supply, return and examination of any such Good.
22.6 After receipt of any Good to be replaced in accordance with clause 22.2 and the correct RMA Number, the Company shall credit the Customer the price of the replacement Good charged in accordance with clause 22.2 less any fee charged by the Company in accordance with clause 22.5.

23. Return of goods for credit

23.1 The Company may in its discretion permit the return of Goods by the Customer provided that:
23.1.1 the Customer makes a request to return any Goods within 14 days of delivery of the Goods to the Customer and gives the reason for such request;
23.1.2 such Goods are Goods which the Company purchases and sells regularly in the ordinary course of its business and have not been especially purchased for the Customer;
23.1.3 the Customer pays any out of pocket expenses notified to it by the Company in respect of the return of such Goods to include, but not limited to, all costs of insurance and carriage of such Goods;
23.1.4 the Customer pays the Company an administration fee of 10% of the price of the Goods or £25 plus VAT whichever is the higher within 14 days of making a request in accordance with clause 23.1.1. Each of the Company and the Customer acknowledge and agree that any such fee is a genuine pre-estimate of the damage and loss likely to be suffered by the Company as a result of the supply, return and examination of any such Good;
23.1.5 such Goods and packaging of such Goods are returned in the same condition such Goods and packaging were in on delivery of such Goods to the Customer.
23.2 If the Company agrees to replace any Good in accordance with clause 23.1 the Company will provide the Customer with an RMA Number and invoice the Customer for the price of any such replacement Good.
23.3 The Customer must return any Good to be replaced within fourteen (14) days of the issue of an RMA Number in respect of such Good.
23.4 The Customer must clearly display the relevant RMA Number on any Good returned in accordance with this clause 23.

24. Goods supplied for evaluation

24.1 The Company may supply Goods to the Customer for evaluation on a “sale or return” basis.
24.2 The Customer shall only be entitled to return Goods in accordance with this clause 24 with the Company’s prior written agreement that the Goods are supplied on a “sale or return” basis.
24.3 If Goods are supplied on a “sale or return” basis, the Customer shall pay for such Goods by the due date for payment set out in the Company’s invoice for the Goods.
24.4 If the Customer does not wish to purchase any Good supplied by the Company on a “sale or return” basis:

(a) the Customer must request an RMA number from the Company;
(b) If the Company agrees to accept the return of the Good in accordance with this clause 24 the Company will provide the Customer with an RMA Number;
(c) the Customer must return any such Good to the Company within 28 days of the delivery of such Good to the Customer;
(d) the Customer must complete such evaluation questionnaires as are required by the Company within 14 days of the date such questionnaire is issued;
(e) the Customer must clearly display the relevant RMA Number on any Good returned in accordance with this clause 24;
(f) the Customer must pay any charges and/or out of pocket expenses notified to it by the Company in respect of the return of such Goods;
(g) the Customer must ensure that such Goods and packaging of such Goods are returned in the same condition such Goods and packaging were in on delivery of such Goods to the Customer (save the opening of seals on such packaging).

25. Returns

25.1 If any Goods are returned in accordance with clauses 22, 23 and/or 24 risk in any such Goods shall remain with the Customer until:
25.1.1 the time such Goods are fully unloaded at the Company’s premises if the Customer arranges for the return of Goods;
25.1.2 the time such Goods leave the Customer’s premises if the Company arranges for the collection of the Goods.
25.2 The Customer shall procure during normal Working Hours that the Company has free right of access to the address for the purpose of collecting any Goods to be returned.
25.3 If the Customer fails to make the Goods available for collection by the Company at such time and place as agreed between the Company and the Customer, the Customer shall indemnify and keep indemnified the Company against any and all Liabilities suffered by the Company as a result of such failure, to include but not limited to, any fees charged by the Company’s subcontractors and/or couriers.
25.4 If title in any Goods to be returned in accordance with clauses 22, 23 and/or 24 has passed to the Customer, title in any such Goods shall pass to the Company at the time Goods arrive at the Company’s premises.

26. Non-solicitation

The Customer shall not, without the prior written consent of the Company, at any time from the date of the Contract to the expiry of 6 months after the last date of supply of the Services solicit or entice away from the Company or employ (or attempt to employ) any person who is, or has been, engaged as an employee, consultant or subcontractor of the Company in the provision of the Services.

27. Force majeure

The Company reserves the right to defer the date of provision of the Goods and/or Services or to cancel the Contract without incurring any Liability if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials (Force Majeure Event).

28. Notices

28.1 Any notice required to be given under or in connection with the Contract shall be in writing in the English language and shall be delivered personally or sent by pre-paid registered or recorded delivery post (and air mail if overseas) or by facsimile or by e-mail, to the party intended to receive the notice or communication at its address and marked for the attention of the representative each as referred to in the Order.
28.2 Any notice or other communication shall be deemed to be given to and received by the addressee:
28.2.1 at the time the same is left at the address of or handed to a representative of the party to be served if on a Working Day, and if not on the next Working Day;
28.2.2 by first class pre-paid post on the third Working Day following the date of posting; and/or
28.2.3 in the case of a facsimile transmission or other means of telecommunication or e-mail on the next Working Day.
28.3 In proving the receipt of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication or e-mail was addressed and despatched and despatch of the transmission was confirmed and/or acknowledged as the case may be. Notices may not be validly given by text message.

29. General

29.1 The remedies available to the Company under the Contract shall be without prejudice to any other rights, either at Common Law or under statute, which it may have against the Customer.
29.2 The failure or delay of the Company to enforce or to exercise, at any time, or for any period of time, any term of or any right, power or privilege arising pursuant to the Contract does not constitute and shall not be construed as a waiver of such term or right and shall in no way affect the Company’s right later to enforce or exercise it, nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.
29.3 The invalidity or unenforceability of any term of, or any right arising pursuant to the Contract shall not in any way affect the remaining terms or rights which shall be construed as if such invalid or unenforceable term or right did not exist.
29.4 The Contract is personal to the Customer and the Customer may not assign, transfer, sub-contract or otherwise part with the Contract or any right or obligation under it without the prior written consent of the Company. The Company shall be entitled to assign, transfer, sub-contract or otherwise part with the whole or any part of the Contract or any right or obligation under it to any third party whether with or without the Customer’s consent.
29.5 Clause headings are purely for ease of reference and do not form part of or affect the interpretation of the Contract.
29.6 These Conditions together with the Quotation, Order, Applicable Specification(s) and any other documents relating to the Goods and/or Services which have been agreed in writing and signed by each party contain the whole agreement between the parties and supersede any prior written or oral agreement between them and are not affected by any other promise, representation, warranty, usage, custom or course of dealing. The parties confirm that they have not entered into the Contract on the basis of any representation that is not expressly incorporated into the Contract. Nothing in the Contract shall exclude liability for any fraudulent statement or act made prior to the date of the Contract.
29.7 No variation or amendment to the Contract shall be effective unless in writing signed by authorised representatives of each of the parties.
29.8 The parties to the Contract do not intend that any term of the Contract shall be enforceable a person that is not a party to it.
29.9 Any reference in these Conditions to any statute, law, statutory instrument, enactment, order, regulation or other similar instrument having the force of law shall be deemed to include any lawful amendment, re-enactment, extension, replacement, modification, consolidation and/or repeal thereof.
29.10 In these Conditions the phrase “and/or” means either of the alternatives and both of the alternatives as the case may be.
29.11 Termination of the Contract shall not affect any rights of the parties accrued up to the date of termination.
29.12 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.
29.13 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
29.14 No term shall survive expiry or termination of the Contract unless expressly and/or impliedly intended to survive such expiry or termination. For the avoidance of doubt, clauses 5, 13, 14, 15, 16, 18, 21.3, 26, 29.6, 29.14 and 29.15 shall survive termination of the Contract.
29.15 The formation, existence, construction, validity and performance and all aspects of the Contract (including any associated non-contractual disputes or claims) are governed by the laws of England and the parties accept the exclusive jurisdiction of the English Courts.