TERMS AND CONDITIONS
1 Definitions and Interpretation
1.1 In these Terms the following words shall (unless the context otherwise requires) have the following meanings:
“Asset” the asset on which the Hardware has been installed.
“Contract” means the contract for the sale or rental of Products and the provision of Services between the Customer and the Supplier in accordance with these Terms.
“Contract Term” the minimum term for which the Products are rented, as specified in the Proposal and/or Order Acknowledgement.
“Commencement Date” has the meaning given in clause 2.1.
“Customer” means the person or firm stated in the Proposal.
“Force Majeure Event” an event, circumstance or cause beyond the Supplier’s reasonable control.
“Hardware” means the telematic units and associated peripherals supplied by the Supplier and also referred to as Products.
“Intellectual Property Rights” patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Order” means the Customer’s written acceptance of the Supplier’s Proposal, including by way of the Customer’s signature (for the avoidance of doubt, this includes by way of electronic signature) of the Proposal.
“Order Acknowledgment” means the Supplier’s written acknowledgement of the Order.
“Proposal” a proposal for the provision of Products and Services issued by the Supplier.
“Products” means the products (or any part of them) as set out in the Proposal and Order Acknowledgement.
“Services” the services supplied by the Supplier to the Customer, including in respect of the installation of the delivered Products and the provision of access to the Software.
“SIM Cards” means the SIM card placed in each of the Hardware devices supplied by the Supplier.
“Software” means the portals and applications supplied by the Supplier upon which the system operates.
“Supplier” means TritonTrak Ltd a registered company in England and Wales (company registration number 12203018) whose registered address is Templar House, 1 Sandbeck Court, Sandbeck Way, Wetherby, West Yorkshire, LS22 7BA.
“System” means the Hardware and Software collectively.
“Terms” means these terms and conditions as amended from time to time.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 A reference to a party includes its personal representatives, successors and permitted assigns.
1.4 A reference to any statute or statutory provisions shall, unless the context so requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
1.5 Any phrase introduced by the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.6 A reference to writing or written includes emails but not fax.
1.7 The headings in these Terms are for convenience of reference only, they do not form part of the Contract and shall not affect its validity or construction.
2 Basis of Contract
2.1 The Supplier may issue a Proposal following a request by the Customer to do so. Unless previously withdrawn any Proposal is only valid for acceptance by the Customer for a period of 20 Business Days from its date of issue (or such other period as may be specified within the Proposal). Any Order placed by the Customer constitutes an offer by the Customer to purchase the Products and Services in accordance with the Terms.
2.2 The Contract is only formed when the Supplier accepts the Customer’s Order in writing (i.e., when the Supplier sends an Order Acknowledgment to the Customer) or on performance of the Order, at which point and on which date the legally binding Contract shall come into existence (Commencement Date). Nothing shall oblige the Supplier to accept any Order.
2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Products and Services described in them. They shall not form part of the Contract or have any contractual force.
2.4 These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing (for the avoidance of doubt, this includes any previous terms and conditions on agreed previous orders).
2.5 These Terms also apply to any supply of goods and/or services by the Supplier to the Customer to the extent not superseded by any subsequent terms and conditions issued by the Supplier to the Customer.
3 Customer Obligations
3.1 The Customer shall:
3.1.1 ensure that the terms of the Order Acknowledgement are complete and accurate;
3.1.2 co-operate with the Supplier in all matters relating to the Products and Services;
3.1.3 provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises and other facilities as reasonably required by the Supplier;
3.1.4 provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
3.1.5 prepare the Customer’s premises and Assets for the supply of the Services;
3.1.6 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
3.1.7 keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation;
3.1.8 comply with any additional obligations as set out in the Order Acknowledgement; and
3.1.9 shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software and Hardware.
3.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
3.2.1 without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
3.2.2 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 3.2; and
3.2.3 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.
3.3 SIM Cards
3.3.1 The Customer shall not remove or allow others to remove, any SIM Card from any of the Hardware provided. The Customer is responsible for the loss or theft and any consequent (including fraudulent or improper) usage of the SIM Cards and may incur charges.
3.3.2 Roaming activation is available following the Customer’s request to the Supplier, and any associated data charges will be paid for by the Customer.
4 Supply of Services
4.1 The Supplier shall supply the Services to the Customer in accordance with the Proposal and Order Acknowledgment.
4.2 The Supplier shall use reasonable endeavours to meet any performance dates specified in the Proposal and Order Acknowledgment but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
4.3 The Supplier reserves the right to amend the Proposal and Order Acknowledgment if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
4.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
4.5 The Supplier shall use commercially reasonable endeavours to make the Software available 24 hours a day, seven days a week, except for planned maintenance and any unscheduled maintenance.
5 Installation and Delivery
5.1 The Supplier shall deliver the Products to the location set out in the Proposal and Order Acknowledgement or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Products are ready.
5.2 Delivery is completed on completion of unloading of the Products at the Delivery Location.
5.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Products. In no circumstances shall the Supplier be liable for any loss arising from delay in despatch, however caused.
5.4 If the Supplier fails to deliver the Products, the Contract will be deemed cancelled and a full refund will be provided to the Customer in respect of any monies already paid by the Customer to the Supplier. The Supplier shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
5.5 If the Customer fails to accept delivery of the Products then except where such failure or delay is caused by a Force Majeure Event or by the Supplier failure to comply with its obligations under the Contract in respect of the Products:
5.5.1 delivery of the Products shall be deemed to have been completed when the Supplier first attempted to deliver the Products at the Delivery Location; and
5.5.2 the Supplier shall store the Products until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
5.6 Installation of the Hardware is not included as standard. If the Customer wishes for the Supplier to install the Hardware it must either include this in its Order for the Products, or place a separate Order for installation. Installation dates will be agreed between the Supplier and Customer separately.
5.7 The Supplier shall use reasonable endeavours to meet any performance dates specified in Proposal and Order Acknowledgement but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
5.8 The installation may be performed by a third party engaged by the Supplier.
5.9 Installation costs will be for the Customer and are invoiced separately to the Customer. If the Customer cancels an arranged installation with less than 24 hours’ notice or otherwise fails to present the Asset at the agreed date, time or place of installation, the Supplier reserves the right to make a late cancellation charge.
5.10 Where the Customer wishes to change the Asset into which the Hardware is installed then a de-ﬁt/reﬁt charge is applicable which will be agreed with the Customer in advance. This also applies when a Customer rents the Product from the Company and the Contract Term ends.
5.11 Login Credentials to the Software will be issued by the Supplier to the Customer once the Hardware installations are complete or when the Hardware is delivered to the Customer (when the Customer is installing themselves).
6 Title and Risk
6.1 Where the Order Acknowledgment specifies that the Customer is purchasing the Products from the Supplier the following applies:
6.1.1 The risk in the Products shall pass to the Customer on completion of delivery.
6.1.2 Title to the Products shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for the Products.
6.1.3 Until title to the Products has passed to the Customer, the Customer shall: (a) hold the Products on a fiduciary basis as the Supplier’s bailee; (b) wherever practicable store its Products on its premises separately from its own Products or those of any other person in such a way that they can readily be identified as the Products of the Supplier; (c) maintain the Products in satisfactory condition and keep them insured against all risks for their full price on the Company’s behalf from the date of delivery and will procure that the interest of the Supplier is noted upon any policy of insurance which is effected and that a copy is provided to the Company; (d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 12.2.2 to clause 12.2.4; and (e) give the Supplier such information as the Supplier may reasonably require from time to time relating to the Products and the ongoing financial position of the Customer. The Customer may use the Products in the ordinary course of its business.
6.1.4 If before title to the Products passes to the Customer, the Supplier may require the Customer to deliver up all Products in its possession and if the Customer fails to do so promptly, then, without limiting any other right or remedy the Supplier may have, the Supplier may at any time enter any premises of the Customer or of any third party where the Products are stored in order to recover them, and the Customer shall procure such access for the Supplier.
6.2 Where the Order Acknowledgement specifies that the Customer is renting the Products from the Supplier the following applies:
6.2.1 The Products shall at all times remain the property of the Supplier, and the Customer shall have no right, title or interest in or to the Products (save the right to possession and use of the Products subject to these Terms).
6.2.2 The risk of loss, theft, damage or destruction of the Products shall pass to the Customer on Delivery. The Products shall remain at the sole risk of the Customer during the Contract Term and any further term during which the Products is in the possession, custody or control of the Customer (Risk Period) until such time as the Product is redelivered to the Supplier. During the Contract Term and the Risk Period, the Customer shall, at its own expense, obtain and maintain the following insurances:
22.214.171.124 insurance of the Products to a value not less than its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as the Supplier may from time to time nominate in writing;
126.96.36.199 insurance for such amounts as a prudent owner or operator of the Products would insure for, or such amount as the Supplier may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Products; and
188.8.131.52 insurance against such other or further risks relating to the Products as may be required by law, together with such other insurance as the Supplier may from time to time consider reasonably necessary and advise to the Customer in writing.
6.2.3 All insurance policies procured by the Customer shall be endorsed to provide the Supplier with at least twenty business days’ prior written notice of cancellation or material change (including any reduction in coverage or policy amount) and shall on the Supplier’s request name the Supplier on the policies as a loss payee in relation to any claim relating to the Products. The Customer shall be responsible for paying any deductibles due on any claims under such insurance policies.
6.2.4 The Customer shall give immediate written notice to the Supplier in the event of any loss, accident or damage to the Products arising out of or in connection with the Customer ‘s possession or use of the Products.
6.2.5 If the Customer fails to effect or maintain any of the insurances required under these Terms, the Supplier shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the Customer.
6.2.6 The Customer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to the Supplier and proof of premium payment to the Supplier to confirm the insurance arrangements.
6.3 The Supplier reserves the right to pin-protect the Hardware for the duration of the Contract for added levels of security, however this does not imply any level of assumption of risk by the Supplier.
7.1 Subject to clause 7.2, the Supplier warrants to the Customer that the Hardware will be of satisfactory quality upon their delivery and installation to the Customer and for a period of 12 months thereafter.
7.2 If the Customer installs the Hardware themselves, the Supplier only warrants that the Hardware will be of satisfactory quality upon their delivery and not for any period thereafter or in regard to their installation.
7.3 If the Customer experiences any issues or faults then the Customer must inform the Supplier as soon as possible so that they can inspect the Hardware.
7.4 If upon inspection it is discovered there is a fault and or issue then the Hardware will be either repaired or replaced at no extra cost.
7.5 If upon inspection the fault has arisen from tampering or issues surrounding self- installation the Supplier reserves the right to make a charge. Defects arising from a failure to regularly service and maintain the Products or from any other act or omission of the Customer are excluded from all warranties and any labour or parts required to rectify such defects will be charged at the Company’s standard charging rate.
8 Price and Payment
8.1 Where the Order Acknowledgement specifies that the Customer is purchasing the Products from the Supplier the Customer must pay the Supplier upon receipt of the Order Acknowledgement a deposit of 25% of the total price for the Products and Services specified in the Order Acknowledgement (or such larger proportion of the total price as the Supplier may specify). The deposit is non-refundable except in the circumstances specified in clause 5.4.
8.2 Where the Order Acknowledgement specifies that the Customer is renting the Products from the Supplier the Supplier shall invoice the Customer on completion of the delivery and installation of the Products and thereafter monthly in arrear until completion of the Contract Term (and during any Risk Period).
8.3 The Customer shall pay each invoice submitted by the Supplier:
8.3.1 within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer at the Supplier’s discretion; and
8.3.2 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.
8.4 If the Products are rented to the Customer, the Supplier shall be entitled to increase the prices on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.
8.5 All prices are in GBP. 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 at the same time as payment is due for the supply of the Services. VAT is charged at 20%.
8.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s rights and remedies, the Supplier may:
8.6.1 require the Customer to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.6.1 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%;
8.6.2 suspend the Customer’s access to the Software; and/or
8.6.3 require payment of the remainder of the Contract term value, if the unpaid amount remains unpaid for 90 days.
8.7 All payments payable to the Supplier under the Contract shall become due immediately on its termination.
8.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
9 Intellectual Property Rights
9.1 All Intellectual Property Rights in or arising out of or in connection with the Products and Services provided (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.
10 Data Protection
10.1 It is acknowledged that during the course of the Contract, the Customer will provide information to the Supplier which constitutes “personal data” under the General Data Protection Regulation (the “UK GDPR”).
10.2 The Supplier will collect and process such personal data in accordance with relevant data protection laws, and in accordance with its privacy notice from time to time in place.
11 Limitation of Liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
11.1 References to liability in this clause 11 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
11.2 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
11.3 Nothing in this clause 11 shall limit the Customer’s payment obligations under the Contract.
11.4 Nothing in the Contract limits any liability which cannot legally be limited, including for:
11.4.1 death or personal injury caused by negligence;
11.4.2 fraud or fraudulent misrepresentation; and
11.4.3 breach of the terms implied by section 2 of the Supply of Products and Services Act 1982 (title and quiet possession).
11.5 Subject to clause 11.2 (No limitation in respect of deliberate default), and clause 11.4 (Liabilities which cannot legally be limited), the Supplier’s total liability to the Customer shall not exceed the total price paid by the Customer for the Products and Services provided.
11.6 Subject clause 11.2 (No limitation in respect of deliberate default), clause 11.3 (No limitation of customer’s payment obligations) and clause 11.4 (Liabilities which cannot legally be limited), this clause 11.6 sets out the types of loss that are wholly excluded:
11.6.1 loss of profits;
11.6.2 loss of sales or business;
11.6.3 loss of agreements or contracts;
11.6.4 loss of anticipated savings;
11.6.5 loss of use or corruption of software, data or information;
11.6.6 loss of or damage to goodwill; and
11.6.7 indirect or consequential loss.
11.7 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.
11.8 This clause 11 shall survive termination of the Contract.
12.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party no less than 3 months’ written notice, to take effect no earlier than the end of the Contract Term.
12.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
12.2.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
12.2.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
12.2.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
12.2.4 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
12.3 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
12.4 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if:
12.4.1 the Customer fails to pay any amount due under the Contract on the due date for payment;
12.4.2 the Customer becomes subject to any of the events listed in clause 12.2.3 or clause 12.2.4, or the Supplier reasonably believes that the Customer is about to become subject to any of them; and
12.4.3 the Supplier reasonably believes that the Customer is about to become subject to any of the events listed in clause 12.2.2.
13 Consequences of Termination
13.1 On termination or expiry of the Contract:
13.1.1 the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Products and Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
13.1.2 the Customer shall return all of the Supplier Materials and Products 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 the Contract.
14.1 Force Majeure: The Supplier shall not be liable to the Customer for delay or failure to perform any obligations under this Contract where such delay or failure is caused by any event not within the relevant party’s reasonable control including, without limitation:
14.1.1 acts of God, flood, drought, earthquake or other natural disaster;
14.1.2 epidemic or pandemic;
14.1.3 terrorist attack, civil war, civil commotion or riots, war, threat of or preparation of war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
14.1.4 nuclear, chemical or biological contamination or sonic boom;
14.1.5 any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota, prohibition, lockdown, curfew, or restrictions on movement and meetings;
14.1.6 collapse of buildings, fire, explosion or accident;
14.1.7 any labour or trade dispute, strikes, industrial action or lockouts; and
14.1.8 network outages.
14.2 Nothing in this clause will exclude the Customer’s liability to pay for any amounts due under the Contract.
14.3.1 Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 14.3.2.
14.3.2 Each party may disclose the other party’s confidential information:
184.108.40.206 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 14.3; and
220.127.116.11 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.4 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
14.5 Assignment and other dealings.
14.5.1 The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
14.5.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.
14.6 Entire Agreement.
14.6.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
14.6.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
14.7 Variation. Except as set out in these Terms, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14.8 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
14.9 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 14.9 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
14.10.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Proposal and Order Acknowledgement.
14.10.2 Any notice shall be deemed to have been received:
18.104.22.168 if delivered by hand, at the time the notice is left at the proper address;
22.214.171.124 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting; or
126.96.36.199 if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 188.8.131.52 , business hours means 8.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
14.10.3 This clause 14.10 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
14.11 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
14.12 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
14.13 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.