These terms and conditions (Conditions) cover all projects, services and jobs undertaken for Clients.
1. Interpretation
1.1 The definitions and rules of interpretation in this condition apply in these Conditions.
Contract:
the Client’s brief and Our acceptance of it, or the Client’s acceptance of a quotation for Services by Us under condition 2.2;
Valueweb-Southwest:
Valueweb-Southwest is owned and operated by Paul Harris whose trading office is at 6 Pill Lane, Barnstaple, Devon EX36 9EG;
Client:
the person, firm or company who purchases Services from Us; Client’s Equipment: any equipment, systems, copy, cabling or facilities provided by the Client and used directly or indirectly in the supply of the Services;
Deliverables:
all Documents, products and materials developed by Us or our agents, subcontractors, consultants and employees in relation to the Services in any form, including computer programs, data, reports and specifications (including drafts);
Document:
includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, proof, tape, disk or other device or record embodying information in any form;
In-put Material:
all Documents, information and materials provided by the Client relating to the Services including (without limitation), computer programs, information, materials, copy, data, reports and specifications;
Intellectual Property Rights:
all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
Pre-existing Materials:
all Documents, information and materials provided by Us relating to the Services which existed prior to the commencement of the Contract including computer programs, data, reports and specifications;
Services:
the services to be provided by Us under the Contract as set out in the quotation, together with any other services which We provide, or agrees to provide, to the Client;
Our Equipment:
any equipment, including tools, systems, cabling or facilities, provided by Us or Our subcontractors and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between the parties under which title passes to the Customer; and VAT: value added tax chargeable under English law for the time being and any similar additional tax.
2. Application Of Conditions
2.1 These Conditions shall:
2.1.1 apply to and be incorporated into the Contract; and
2.1.2 prevail over any inconsistent terms or conditions contained, or referred to, in the Clients brief, confirmation of order, acceptance of a quotation, or specification or other Document supplied by the Client, or implied by law, trade custom, practice or course of dealing.
2.2 The Clients brief, or the Clients acceptance of a quotation for Services by Us, constitutes an offer by the Client to purchase the Services specified in it on these Conditions. No offer placed by the Client shall be accepted by Us other than:
2.2.1 by a written acknowledgement issued and executed by Us; or
2.2.2 (if earlier) by Us starting to provide the Services,
when a contract for the supply and purchase of the Services on these Conditions will be established. The Clients standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other Document shall not govern the Contract.
2.3 Quotations are given by Us based upon the Clients instructions, brief and description of the work and services to be completed. They are given on the basis that no Contract shall come into existence except in accordance with condition 2.2. Any quotation is valid for a period of 14 days from its date, provided that We have not previously withdrawn it.
2.4 In accordance with The Consumer Protection (Distance Selling) Regulations 2000 You have the right cancel within a period of 7 days from placing Your order, provided We have not started work on Your Website. Once We have commenced work on Your Website the right to cancel is no longer applicable, in accordance with regulation 13(1)(c) of The Consumer Protection (Distance Selling) Regulations 2000.
3. Commencement And Duration
3.1 The Services supplied under the Contract will be provided by Us to the Client from the date agreed by the parties after the Client has signed the quotation. Unless agreed otherwise in writing, We will not begin providing the Services until the quotation has been signed.
3.2 Subject to condition 17, the Services supplied under the Contract shall continue to be supplied for the period set out in the quotation or otherwise, will be of a continuous nature unless the Contract is terminated by one of the parties giving to the other not less than 3 months’ notice.
4. Our Obligations
4.1 We shall use reasonable endeavours to provide the Services, and to deliver the Deliverables to the Customer, in accordance in all material respects with the quotation.
4.2 We shall use reasonable endeavours to meet any performance dates specified in the quotation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
5. Clients Obligations
5.1 The Client shall:
5.1.1 co-operate with Us in all matters relating to the Services;
5.1.2 provide Us, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, with access to the Clients premises, office accommodation, data and other facilities as reasonably required by Us;
5.1.3 provide to us, in a timely manner, such In-put Material and other information as We may reasonably require and ensure that it is accurate in all material respects;
5.1.4 ensure that all the Clients Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant United Kingdom standards or requirements;
5.1.5 ensure that all In-put Material is owned by the Client, or, if not, ensure that the Client has permission from the legal owner;
5.1.6 obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, the installation of Our Equipment, the use of In-put Material and the use of the Clients Equipment in relation to our Equipment, in all cases before the date on which the Services are to start; and
5.1.7 keep, maintain and insure Our Equipment in good condition, and shall not dispose of or use Our Equipment other than in accordance with Our written instructions or authorisation.
5.2 The Customer acknowledges that the late supply of In-put Material may have an impact on Our ability to deliver the Services within the estimated deadline. If Our performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, We shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.
5.3 The Client shall be liable to pay to Us, on demand, all reasonable costs, charges or losses sustained or incurred by Us (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Clients fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to Our confirming of such costs, charges and losses to the Client in writing.
5.4 The Client shall not, without the prior written consent of Us, 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 Us or employ (or attempt to employ) any person who is, or has been, engaged as an employee, consultant or subcontractor by Us in the provision of the Services.
5.5 Any consent given by Us in accordance with condition 5.4 shall be subject to the Customer paying to Us a sum equivalent to 20% of the then current annual remuneration of Our employee, consultant or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Customer to that employee, consultant or subcontractor.
6. Charges And Payment
6.1 In consideration of the provision of the Services by Us, the Client shall pay the charges as set out in the quotation, which shall specify whether they shall be on a time and materials basis, a fixed price basis or a combination of both. Unless stated or agreed otherwise, all charges must be paid prior to Us commencing the Services. Condition 6.2 shall apply if We provide Services on a time and materials basis. Condition 6.3 shall apply if We provide Services for a fixed price. The remainder of this condition 6 shall apply in either case.
6.2 Where Services are provided on a time and materials basis:
6.2.1 the charges payable for the Services shall be calculated in accordance with Our standard hourly fee rates, as set out in the quotation and as amended from time to time in accordance with condition 6.9;
6.2.2 We shall be entitled to charge an overtime rate of 1.5% of the standard hourly fee rate for any time worked by individuals whom it engages on the Services outside the hours agreed to be provided for in the quotation or outside the hours of 9.00 am and 5.00 pm;
6.2.3 all charges quoted to the Customer shall be inclusive of VAT;
6.2.4 We shall ensure that every individual whom it engages on the Services completes job sheets recording time spent on the Services, and We shall use such time sheets to calculate the charges covered by each monthly invoice referred to in condition 6.2.5; and
6.2.5 Unless paid for upfront, We shall invoice the Customer in arrears from time to time for its charges for time, expenses and materials (together with VAT where appropriate) for the period concerned, calculated as provided in this condition 6.2. Each invoice shall set out the time spent on each aspect of the Services by each individual whom it engages on the Services and provide a detailed breakdown of any expenses and materials.
6.3 Where Services are provided for at a fixed price, the total price for the Services shall be the amount set out in the quotation. Unless paid for upfront or otherwise agreed in writing by Us, 50% of the total price for the Services must be paid to Us prior to Us providing the Services to the Customer. The balance of the total price shall be paid to Us (without deduction or set-off) as and when invoices are issued by Us save where the Customer has been granted credit facilities in which case the balance of the total price shall be paid within 30 days of Our invoices, as and when they are issued.
6.4 Any fixed price and daily rate contained in the quotation usually excludes:
6.4.1 the cost of hotel, subsistence, traveling and any other ancillary expenses reasonably incurred by the individuals whom We engage in connection with the Services, and the cost of any materials or disbursements. Such expenses, materials or disbursements shall be invoiced by Us at cost; and
6.4.2 VAT, which We shall add to our invoices at the appropriate rate.
6.5 All reversionary work or additional work requested by the Client, which is requested following commencement of the Service and which is outside the scope of the quotation (including any services necessarily procured in order to carry out the Service) shall be regarded as additional to the cost given in the quotation and will be invoiced separately.
6.6 Quotations do not include copy writing or photography unless otherwise stated.
6.7 All charges listed in quotations are estimates and are subject to final confirmation of technical specification.
6.8 Charges include 10 minutes of amendments per hour of design work/artwork. Any additional work will be charged at Our standard hourly fee rates.
6.9 The parties agree that We may review and increase Our standard hourly fee rates, provided that such charges cannot be increased more than once in any 12 month period. We will give the Client written notice of any such increase 1 (one) month before the proposed date of the increase. If such increase is not acceptable to the Client, it may, within 2 weeks of such notice being received or deemed to have been received in accordance with condition 10, terminate the Contract by giving 3 months written notice to Us.
6.10 The Client shall pay each invoice submitted to it by Us, in full and in cleared funds, within 15 days of receipt.
6.11 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay Us on the due date, We may:
6.11.1 charge interest on such sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of the Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Client shall pay the interest immediately on demand. We may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
6.11.2 suspend all Services until payment has been made in full.
6.12 Time for payment shall be of the essence of the Contract.
6.13 All sums payable to Us under the Contract shall become due immediately on its termination, despite any other provision. This condition 6.13 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
6.14 We may, without prejudice to any other rights it may have, set off any liability of the Client to Us against any liability of Us to the Client.
7. Website Design
7.1 Where requested by the Client, We will design and build a website based on the Clients agreed brief.
7.2 Unless agreed in writing differently by Us, a non-refundable deposit of 50% must be paid by the Client on acceptance of Our quotation and, in any event, before We provide the Services. The balance of Our charges must be paid prior to the website going live. If any charges are not paid on or before the date for payment, We may suspend the provision of the Services and We will not upload the website to Our server or supply the website files to the Client for use on any third party hosting server.
7.3 Once We have been paid in full for Our website design service, We will provide a version of the Clients website to the Client for the Client to review and approve. Once approval has been given, which can include by email or verbally, We will release the website to the Client. On approval, We will have no liability for any errors or downtime due to changes being made to the website by the Client of any third parties.
7.4 We reserve the right to refuse to handle and material that We deem to be offensive, illegal or controversial.
7.5 Unless agreed otherwise, the Client agrees that We shall be free to:
7.5.1 reproduce, use, disclose, display, transmit, perform, create derivative works, and distribute any item from the Clients website; and
7.5.2 use any ideas, concepts, know how or techniques used in the construction of the Clients website for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products and any other items incorporating such information.
7.6 We recommend that any website that it produces for a Client should have a website terms of use policy and, where personal data is held, a privacy policy. It is the Clients responsibility to arrange for these policies to be drafted and added to their website. We will have no liability to the Client of any third party if the Client does not use these policies.
8. Website Hosting And Maintenance Services
8.1 Where requested by the Client, We will provide website hosting and maintenance services. We will use reasonable endeavours to provide a reliable and professional service.
8.2 We will provide to the Client the amount of bandwidth set out in the quotation. Should the Clients website exceed the permitted allowance, We reserve the right to charge an additional fee or to request that the Client transfer their hosting to an alternative provider.
8.3 Payment for the period of such services must be paid upfront unless agreed otherwise, in which case, the Client must set up a standing order or direct debit to pay Our charges on a monthly basis. We reserve the right to deactivate the Clients website where the hosting and/or maintenance fees are not paid on time. We may charge an administration fee, currently £85, for reactivating the Clients website.
8.4 We cannot guarantee that website hosting will be available to the Client at all times, especially in the event of a failure beyond Our control.
8.5 For the purpose of maintenance services, website hosting may have to be suspended for short periods of time. We will endeavour to notify the Client of any such periods.
8.6 Where the Client does not use Us for website hosting and maintenance, We will have no liability in respect of these services.
9. Domain Name Registration
9.1 Where requested, We will provide domain name registration services.
9.2 Domain name registration is completed through a third party domain name provider. The registration of a domain name on behalf of the Client is subject to the terms and conditions of those third parties.
9.3 Domain names are typically registered for 12 months.
9.4 We will advise the Client of the relevant renewal dates and fees. Renewal fees must be received by Us prior to the relevant renewal date. If the renewal fees are not received prior to the renewal date, We will not renew the domain registration and the domain name may be lost to a third party.
9.5 The Client must ensure that the domain name does not infringe upon a third party’s legal rights, or that it is not used for any unlawful purpose.
9.6 We will charge a fee, currently £25, for a domain name transfer. A domain name will only be transferred once We have received the full domain name transfer fee.
10. Search Engine Optimisation and Pay Per Click Services
10.1 We will spend the time listed in the quotation on these services.
10.2 We will use reasonable endeavours to improve the position of the Clients search engine results, but, do not guarantee any specific placement or higher placement on search engine results.
10.3 We will have no liability for any changes in position of the Clients website on search engine results.
11. General Design
11.1 We will provide design services as set out in the quotation.
11.2 Following signature of the quotation, there will be a design phase during which We may make a number of contacts (meetings, email, telephone conversations) with the Client to take further instructions. Once the design phase has ended, We will finalise their design and request that the Client approve the design by signing a final approval sheet or by confirming approval in an email or verbally, or such other method as We will notify to the Client.
11.3 Once the Client has given final approval, any further design work requested by the Client will be charged at Our hourly rate.
11.4 Where We are asked to tender for the design work of a Client or any other third party, or in any situation where We are asked to produce design services before the Client or a third party signs a quotation or has chance to review these Conditions, the Client or the third party acknowledges that We will invest both time and money in producing the initial tender/design work and agrees that it will pay £2,000 to Us if We do not secure the tendered/potential work and the Client or third party, or any party connected to the Client or the third party, then uses the design, or any design which, in the reasonable opinion of Us, is based upon Our original design. The Client or the third party acknowledges that this fee is a genuine pre-estimate of Our costs in producing such design. We may reduce this amount if its costs are substantially below this figure or in Our absolute discretion. This sum must be paid within 7 days of the Client or the third party receiving Our invoice.
12. Photography
12.1 Where the Client requires photography as part of the Services, this can be provided by Us, or a third party of Our choosing, a third party of the Clients choosing or by the Client itself.
12.2 Photography provided for by Us, or where We engages the services of a third party to provide such photography, will be invoiced at the rate set out in the quotation. No charge will be made in respect of photography submitted by the Client.
12.3 Where the Client provides photography to be used by Us, We will not be liable for any copyright or other intellectual property infringements. We reserve the right to refuse any photography provided by the Client unless adequate proof is provided that the Client is entitled to submit such photography.
12.4 Where We or a third party engaged by Us provide photography for the Client, the Client will be required to approve such photography either in writing (which shall include by email) or verbally, or such other method as We shall notify to the Client. We will have no liability for any such photography once the Client has approved it, or if We decide to proceed with the photography if they are unable to obtain such approval within 14 days.
13. Printing and Signage
13.1 We will provide printing and/or signage services as set out in the quotation.
13.2 Prior to Us producing the printing and/or signage requested by the Client, the Client will be required to approve the printing and/or signage by signing a final approval sheet or by confirming approval in an email or verbally, or such other method as We shall notify to the Client.
13.3 Once the Client has given final approval, any printing and/or signage work requested by the Client will be charged at Our hourly rate.
14. Intellectual Property Rights
14.1 Save where agreed otherwise (for example, where We agree to licence the design and code to a website to the Customer for an annual fee), as between the Client and Us, all Intellectual Property Rights and all other rights in the Deliverables and the Pre-existing Materials (excluding any material provided by the Client) shall be owned by Us until the Services are paid for in full. Subject to condition 14.2, until the Services are paid for in full, We license all such rights to the Client free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Client to make reasonable use of the website, the Deliverables and the Services.
14.2 The Client grants Us a licence to use the Clients Equipment and the In-put Material.
14.3 The Client acknowledges that, where We do not own any Pre-existing Materials, the Clients use of rights in Pre-existing Materials is conditional on Us obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle Us to license such rights to the Client.
15. Limitation Of Liability – THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION
15.1 This condition 15 sets out the entire financial liability of Us (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Client in respect of:
15.1.1 any breach of the Contract;
15.1.2 any use made by the Client of the Services, the Deliverables or any part of them; and
15.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
15.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
15.3 Nothing in these Conditions limits or excludes the liability of Us:
15.3.1 for death or personal injury resulting from negligence; or
15.3.2 for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by Us.
15.4 Subject to condition 15.2 and condition 15.3
15.4.1 We shall not be liable for:
15.4.1.1 loss of business; or
15.4.1.2 loss of goods; or
15.4.1.3 loss of contract; or
15.4.1.4 loss of use, for example, a the Client’s website being unavailable; or
15.4.1.5 loss of corruption of data or information; or
15.4.1.6 any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
15.4.2 Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the price paid for the Services.
16. Data Protection
16.1 The Client acknowledges and agrees that details of the Client’s name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of Us in connection with the Services.
17. Termination
17.1 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other on giving the other not less than 1 months written notice if:
17.1.1 the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
17.1.2 the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
17.1.3 the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract; or
17.1.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or
17.1.5 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or
17.1.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
17.1.7 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or
17.1.8 a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; or
17.1.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or
17.1.10 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
17.1.11 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 17.1.4 to condition 17.1.10 (inclusive); or
17.1.12 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
17.2 We may terminate the Contract on one month’s written notice if there is a change of control of the Client (as defined in section 574 of the Capital Allowances Act 2001).
17.3 On termination of the Contract for any reason:
17.3.1 the Customer shall immediately pay to Us all of Our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, We may submit an invoice, which shall be payable immediately on receipt;
17.3.2 the Client shall, within a reasonable time, return all of Our Equipment, Pre-existing Materials and Deliverables. If the Client fails to do so, then We may enter the Clients premises and take possession of them. Until they have been returned or repossessed, the Client shall be solely responsible for their safe keeping; and
17.3.3 the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
17.4 On termination of the Contract (however arising), the following conditions shall survive and continue in full force and effect: condition 14; condition 15; condition 16; condition 17; and condition 19.12.
18. Confidentiality And Our Property
18.1 The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Client by Us, its employees, agents, consultants or subcontractors and any other confidential information concerning Our business or its products which the Client may obtain.
18.2 The Client may disclose such information:
18.2.1 to its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out the Clients obligations under the Contract; and
18.2.2 as may be required by law, court order or any governmental or regulatory authority.
18.3 The Client shall ensure that its employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such information comply with this condition 18.
18.4 The Client shall not use any such information for any purpose other than to perform its obligations under the Contract.
18.5 All materials, equipment and tools, drawings, specifications and data supplied by Us to the Client (including Pre-existing Materials and the Supplier’s Equipment) shall, at all times, be and remain as between Us and the Client the exclusive property of Us, but shall be held by the Client in safe custody at its own risk and maintained and kept in good condition by the Client until returned to Us, and shall not be disposed of or used other than in accordance with Our written instructions or authorisation.
19. General
19.1 We shall have no liability to the Client under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving Our workforce or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
19.2 We may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services. If We request a change to the scope of the Services for any other reason, the Client shall not unreasonably withhold or delay consent to it.
19.3 Subject to condition 19.2, no variation of the Contract or these Conditions shall be valid unless it is in writing and signed by or on behalf of each of the parties.
19.4 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
19.5 If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected. If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
19.6 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
19.7 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract).
19.8 The Client shall not, without the prior written consent from Us, assign, transfer, charge, mortgage, subcontractor deal in any other manner with all or any of its rights or obligations under the Contract. We may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
19.9 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
19.10 A person who is not a party to the Contract shall not have any rights under or in connection with it.
19.11 Any notice required to be given under the Contract shall be in writing and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery or by commercial courier to the other party or as otherwise specified by the relevant party by notice in writing to the other party.
19.12 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter or formation (including non-contractual disputes or claims).