Terms and conditions for the supply of platform service

MACHINEFOREST LTD trading as DATAPLICITY

The Customer’s attention is particularly drawn to the provisions of clause 11.

1. INTERPRETATION

1.1 Definitions

In these Conditions, the following definitions apply:

Business Day:
a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
Commencement Date:
has the meaning set out in clause 2.2.
Conditions:
these terms and conditions, including without limitation all licences herein, and all terms and conditions, licences and policies on the Website as amended from time to time in accordance with clause 14.8.
Contract:
the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
Customer:
the person or firm who places the Order.
Customer Data:
the data inputted by the Customer and/or End Users.
Dataplicity Agent:
the Supplier’s website interface software independently supplied to Customers and supplied subject to the limited licence set out in clause 3.1.
Dataplicity Applications ("Apps"):
the Supplier’s mobile, PC and Mac applications supplied to Customers and supplied subject to the limited licence set out in clause 3.1.
Deliverables:
the Services set out in the Order.
Documentation:
all material made available to the Customer by the Supplier on-line from time to time and which sets out a description of the Service and any user instructions for the Service.
External End-Users:
any person to whom the Customer directly or indirectly makes the Platform available to other than the Internal End-Users.
Force Majeure Event:
has the meaning given to it in clause 14.1(a).
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.
Internal End-Users:
any and all persons engaged or employed in the business of the Customer to whom the Supplier has issued a user name and password.
Order:
the Customer’s order for the Service, as submitted to the Website or as agreed in writing between the Customer and the Supplier.
Platform:
the Supplier's hosted service platform accessible via the internet currently branded 'dataplicity' and available to Customers at dataplicity.com, dataplicity.io and subdomains thereof.
Service:
the access to the Platform supplied by the Supplier to the Customer as set out in the Conditions and the associated provision of any Documentation, Dataplicity Applications and the Dataplicity Agent subject to the limited licence to use the Dataplicity Agent solely for the purpose of legitimately accessing the Platform.
Software:
the online software applications provided by the Supplier as part of the Service.
Supplier:
Machineforest Limited incorporated in England and Wales with company number 06526364 whose registered office is at 264 Banbury Road, Oxford OX2 7DY.
Virus:
any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Website:
the site available at dataplicity.com and all sub-domains thereto.

1.2 Construction

In these Conditions, the following rules apply:

  1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
  2. a reference to a party includes its personal representatives, successors or permitted assigns;
  3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
  4. 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
  5. a reference to writing or written includes faxes and e-mails.

2. BASIS OF CONTRACT

  1. The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
  2. The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
  3. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
  4. Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions or illustrations of the Services contained in the Websites and/or the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
  5. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
  6. Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

3. ACCESS TO PLATFORM AND LICENCE OF DATAPLICITY SOFTWARE

  1. The Dataplicity Agent is gratuitously licensed, as more particularly described within its source code, to the Customer without limit of time for the sole purpose of enabling appropriate equipment to interface with the Platform while the Customer continues to be entitled to utilise the Platform.
  2. Any modifications, enhancements or developments to the Dataplicity Agent that the Customer chooses to submit to the Supplier for inclusion in future iterations of the Dataplicity Agent must be accompanied by an assignment of copyright before the Supplier will incorporate such material into future iterations at its absolute discretion.
  3. The Dataplicity Applications are made available to the Customer without limit of time for the sole purpose of enabling appropriate equipment to interface with the Platform while the Customer continues to be entitled to utilise the Platform.
  4. Provision of any authorisation code or codes by the Supplier does not imply any warranty from the Supplier that the equipment is suitable or appropriate for use with the Platform and it is the responsibility of the Customer to judge such matters given the extensive warnings from the Supplier that the Service is supplied 'as is' and not for use with safety critical or hazardous equipment.
  5. Access to the Platform is obtained in accordance with the instructions issued by the Supplier in writing to subscribers to the Service at dataplicity.com
  6. The Supplier shall provide access to the Platform in accordance with the terms of any Order (and in the absence of any Order in accordance with the terms set out at dataplicity.com) for so long as the Customer pays any subscription fee stipulated in the Order and/or the Websites.
  7. The Platform is available via the internet and the Customer shall be responsible for ensuring any goods can access, and be accessed by, the internet at all material times.
  8. The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

4. CUSTOMER’S OBLIGATIONS

  1. The Customer shall and, as appropriate, shall procure that all End Users shall:
    1. provide the Supplier with:
      1. all necessary co-operation in relation to the Contract including, without limitation, making all personnel who may utilise the Platform aware of all instructions and safety advice relating to such use; and
      2. all necessary access to such information as may be required by the Supplier to supply the Service, and ensure that such information is accurate in all material respects ;
      in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
    2. comply with all applicable laws and regulations with respect to its activities under the Contract;
    3. carry out all other Customer responsibilities set out in the Contract in a timely and efficient manner;
    4. ensure that the End Users use the Services and the Documentation in accordance with the Conditions and shall be responsible for any End User’s breach of the Conditions;
    5. obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Service;
    6. ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
    7. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
    8. ensure that the terms of the Order are complete and accurate;
    9. provide the Supplier, its employees, agents, consultants and subcontractors, with actual or virtual access to relevant equipment and the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;
    10. not sub-licence, assign, rent, lend, lease or transfer the Dataplicity Agent or access to the Platform to any person or make or distribute copies of the Dataplicity Agent other than under binding terms between the Customer and any External End User equivalent to these Conditions, including clarification as to all rights, protections and property of the Supplier in the Dataplicity Agent and the Platform;
    11. not reverse engineer, disassemble, decompile, modify or create derivative works based on the Dataplicity Applications or Platform; and
    12. not use the Dataplicity Agent, Dataplicity Applications or access the Website for any purpose which is not a proper purpose of its own connected with its business or affairs
  2. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
    1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
    2. facilitates illegal activity;
    3. depicts sexually explicit images;
    4. promotes unlawful violence;
    5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
    6. in a manner that is otherwise illegal or causes damage or injury to any person or property;
    and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
  3. The Customer shall not:
    1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
      1. and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
      2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
    2. access all or any part of the Service and Documentation in order to build a product or service which competes with the Service and/or the Documentation; or
    3. subject to clause 4.1 (j) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service and/or Documentation available to any third party, or
    4. attempt to obtain, or assist third parties in obtaining, access to the Service and/or Documentation, other than as provided under this clause 4; and
  4. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.
  5. If the Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
    1. the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
    2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
    3. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
  6. The Supplier will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Supplier’s standard best effort customer support by e-mail services during normal UK business hours. The Supplier may withdraw such support in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at the Supplier’s then current rates.

5. CUSTOMER DATA

  1. The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
  2. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
  3. The Supplier shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Data available at dataplicity.com or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
  4. If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
    1. the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under the Contract;
    2. the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with the Contract on the Customer’s behalf;
    3. the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
    4. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

6. THIRD PARTY PROVIDERS

The Customer acknowledges that the Service may enable or assist it to access the website content of, correspond with, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Service.

7. SUPPLIER’S OBLIGATIONS

  1. The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
  2. The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Service contrary to the Supplier’s instructions (including, without limitation, use of the Service to directly or indirectly control life threatening, safety critical, dangerous or hazardous equipment or systems), or modification or alteration of the Service by any party other than the Supplier or the Supplier’s duly authorised contractors or agents. If the Service do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, the Supplier:
    1. does not warrant that the Customer’s use of the Service will be uninterrupted or error-free; or that the Service, Documentation and/or the information obtained by the Customer through the Service will meet the Customer’s requirements;
    2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Service and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and
    3. is not responsible for the functioning of any equipment directly or indirectly controlled from the Platform or any inaccurate sent to or from the Platform.
  3. The Contract shall not prevent the Supplier from entering into similar Contracts with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Contract.
  4. The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Contract.

8. CHARGES AND PAYMENT

  1. The charges for Services shall be as set out in the Order.
  2. The Supplier reserves the right to increase the charges for the Services every 6 months; and
  3. In respect of Services, the Supplier shall invoice the Customer monthly in advance.
  4. The Customer shall pay each invoice submitted by the Supplier in full and in cleared funds to a bank account nominated in writing by the Supplier and time for payment shall be of the essence of the Contract.
  5. 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 Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or at the same time as payment is due for the supply of the Services.
  6. Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (Due Date), the Supplier shall have the right to charge interest on the overdue amount at the rate of 8 per cent per annum above the then current HSBC Bank Plc’s base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
  7. The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

9. INTELLECTUAL PROPERTY RIGHTS

  1. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
  2. The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.

10. CONFIDENTIALITY

A party (Receiving Party) 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 Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 10 shall survive termination of the Contract.

11. LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

  1. Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
    1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
    2. fraud or fraudulent misrepresentation; or
    3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
  2. Subject to clause 11.1:
    1. the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract (including any losses that may result from the Supplier’s deliberate personal repudiatory breach of the Contract) including, without limitation, consequences of faulty installation or installing any equipment in any manner that may give rise to a hazard if remote control of such equipment malfunctions; and
    2. the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, including losses caused by the Supplier’s deliberate personal repudiatory breach shall not exceed the price paid by the Customer for Services in the preceding 12 months.
  3. Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
  4. This clause 11 shall survive termination of the Contract.

12. TERMINATION

  1. Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
    1. the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 21 days after receipt of notice in writing of the breach;
    2. 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 an individual) 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;
    3. 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 (where a company) 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;
    4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
    5. the other party (being an individual) is the subject of a bankruptcy petition or order;
    6. 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;
    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 (being a company);
    8. a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
    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;
    10. 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 clause 13.1(b) to clause 13.1(i) (inclusive);
    11. the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
    12. the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
  2. Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
  3. Without limiting its other rights or remedies, the Supplier shall have the right to suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if:
    1. the Customer fails to make pay any amount due under this Contract on the due date for payment; or
    2. the Customer becomes subject to any of the events listed in clause 12.1(b) to clause 12.1(l), or the Supplier reasonably believes that the Customer is about to become subject to any of them.

13. CONSEQUENCES OF TERMINATION

On termination of the Contract for any reason:
  1. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
  2. the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
  3. 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
  4. clauses which expressly or by implication have effect after termination shall continue in full force and effect.

14. GENERAL

  1. Force majeure:
    1. For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to denial of service attacks (DoS and DDoS), strikes, lock-outs or other industrial disputes (whether involving the workforce of the party 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.
    2. The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
    3. If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than 10 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
  2. Assignment and subcontracting:
    1. The Supplier may at any time assign, transfer, charge, 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.
    2. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
  3. Notices:
    1. Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.
    2. Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such addressor, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.
    3. This clause 14.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
  4. Waiver and cumulative remedies:
    1. A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. 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.
    2. Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law.
  5. Severance:
    1. If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
    2. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
  6. No partnership: 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.
  7. Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
  8. Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Supplier.
  9. Governing law and jurisdiction: This 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
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