The following definitions and rules of interpretation apply in these Conditions.
“Background Pb IPR”
any Intellectual Property Rights that:
(a) are owned by Pb or used by Pb under a licence from a third party; and (b) have not been created or developed by Pb or a third party specifically for the purposes of providing the Services or the Deliverables to the Client.
"Business Day" a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
"Charges" the charges payable by the Client for the supply of the Services in accordance with clause 6 as set out in the Project Proposal.
"Client" the person or firm who purchases Services from Pb.
"Client default" has the meaning set out in clause 4.2.
"Commencement date" has the meaning given in clause 2.2.
"Conditions" these terms and conditions as amended from time to time in accordance with clause 13.5.
"Contract" the contract between Pb and the Client for the supply of Services in accordance with these Conditions.
"Controller”, “processor”, “data subject”, “personal data”, “personal data breach”, “processing” and “appropriate technical measures" as defined in the Data Protection Legislation.
"Data Protection Legislation" the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
"Deliverables" the deliverables set out in the Project Proposal produced by Pb for the Client.
"Intellectual Property Rights" patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), 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.
“Pb” Production bureau Limited, incorporated and registered in England and Wales with company number 04115489.
“Pb Equipment” has the meaning set out in clause 4.1.8.
“Project Delivery Date” the date(s) set out in the Project Proposal (if any) for the Services to be performed at the Venue.
“Project Proposal” the description or specification of the Services (including the Deliverables where appropriate), and the Charges payable for the Services, provided in writing by Pb to the Client.
"Services" the services, including the Deliverables, supplied by Pb to the client as set out in the Project Proposal or as otherwise agreed between the parties from time to time.
"UK Data Protection Legislation" all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
“Venue” the venue at which the Services shall be provided (where applicable) as set out in the Project Proposal.
1.2.1 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.2.2 Unless the context otherwise requires, any reference to European Union law that is directly applicable or directly effective in the UK at any time is a reference to it as it applies in England and Wales from time to time including as retained, amended, extended, re-enacted or otherwise given effect on or after 11pm on 31 January 2020.
1.2.3 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.2.4 A reference to writing or written includes email but not fax.
2. BASIS OF CONTRACT
2.1 The Project Proposal constitutes an offer by Pb to provide Services in accordance with these Conditions.
2.2 The Project Proposal shall be deemed to be accepted on the earlier of:
2.2.1 the Client confirming its acceptance of the Project Proposal to Pb in writing;
2.2.2 the Client submitting a written purchase order to Pb in respect of the Project Proposal; or
2.2.3 Pb carries out any act consistent with performing the Services set out in the Project Proposal, at which point and on which date the Contract shall come into existence (the “Commencement Date”).
2.3 Any samples, drawings, descriptive matter or advertising issued by Pb, and any descriptions or illustrations contained in Pb's promotional materials, 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.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.5 Any Project Proposal given by Pb shall remain valid and open for acceptance by the Client unless and until it is revoked by Pb in writing.
3. SUPPLY OF SERVICES
3.1 Pb shall supply the Services to the Client in accordance with the Project Proposal in all material respects.
3.2 Pb reserves the right to amend the Project Proposal 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 Pb shall notify the Client in any such event.
3.3 Pb warrants to the Client that the Services will be provided using reasonable care and skill.
4. CLIENT'S OBLIGATIONS
4.1 The Client shall:
4.1.1 ensure that any information it provides to Pb in respect of the Services is complete and accurate;
4.1.2 co-operate with Pb in all matters relating to the Services;
4.1.3 provide Pb, its employees, agents, consultants and subcontractors, with access to the Client's premises or the Venue as reasonably required by Pb;
4.1.4 provide Pb with such information and materials as Pb may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
4.1.5 prepare the Client's premises or the Venue (as the case may be) for the supply of the Services (including, but not limited to, ensuring that there is appropriate access available for use by Pb);
4.1.6 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;
4.1.7 comply with all applicable laws, including health and safety laws and ensure that the Venue complies with all applicable laws;
4.1.8 keep all materials, equipment, documents and other property of Pb (the “Pb Equipment”) at the Client's premises or at the Venue in safe custody at its own risk, maintain the Pb Equipment in good condition until returned to Pb, and not dispose of or use the Pb Equipment other than in accordance with Pb's written instructions or authorisation;
4.1.9 if the Client is operating any Pb Equipment, comply with Pb’s instructions in relation to the operation, storage and maintenance of such equipment;
4.1.10 comply with any terms and conditions of the Venue; and
4.1.11 comply with any additional obligations as set out in the Project Proposal.
4.2 If Pb's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (“Client Default”):
4.2.1 without limiting or affecting any other right or remedy available to it, Pb shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays Pb's performance of any of its obligations;
4.2.2 Pb shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Pb's failure or delay to perform any of its obligations as set out in this clause 4.2; and
4.2.3 the Client shall reimburse Pb on written demand for any costs or losses sustained or incurred by Pb arising directly or indirectly from the Client Default.
5. CHANGES TO THE SERVICES
In the event that the Client wishes to alter, vary or add to the Services (the “Proposed Variation”), the Client must contact Pb in writing as soon as possible, setting out sufficient details of the Proposed Variation. As soon as practicable following receipt, Pb will give notice to the Client whether the Proposed Variation would result in any changes to the Charges, the time of supply of the Services and/or the Project Proposal. The Client will confirm within 5 Business Days of receipt of such notice if it wishes to proceed on the basis of the changes to the Charges, timings or Specification and if so, the Contract will be varied accordingly. If the Client does not agree to the changes, Pb shall continue to provide the Services without the relevant Proposed Variation.
6. CHARGES AND PAYMENT
6.1 The Charges for the Services shall be set out in the Project Proposal.
6.2 In addition to the Charges, Pb shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom Pb engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Pb for the performance of the Services, and for the cost of any materials.
6.3 Unless otherwise agreed in writing between the parties, Pb shall invoice the Client for the Charges and any expenses incurred in accordance with clause 6.2 as follows:
6.3.1 on the Commencement Date Pb shall invoice the Client for 30% of the total Charges. This amount shall be non-refundable in the event of cancellation by the Client;
6.3.2 on the date which is 8 weeks prior to the Project Delivery Date, Pb shall invoice the Client for a further 50% of the Charges; and 6.3.3 on completion of the Services, Pb shall invoice the Client for the final 20% of the Charges along with any expenses incurred in accordance with clause
6.3.3 on completion of the Services, Pb shall invoice the Client for the final 20% of the Charges along with any expenses incurred in accordance with clause 6.2 (unless such expenses have already been invoiced and paid for in accordance with clause 6.4),
provided always that, if the Project Delivery Date is within 8 weeks of the Commencement Date, Pb shall invoice the Client for 80% of the total Charges on the Commencement Date.
6.4 In the event that Pb are engaging third parties or incur other expenses in relation to the Services and Pb are required to pay for such third parties or other expenses prior to the Project Delivery Date, Pb shall invoice the Client for an equivalent sum promptly upon receiving an invoice from any such third party.
6.5 The Client shall pay each invoice submitted by Pb:
6.5.1 in the case of invoices raised by Pb in accordance with clause 6.4, within 7 days of the date of the invoice;
6.5.2 in the case of all other invoices, within 30 days of the date of the invoice or in accordance with any other credit terms agreed by Pb and confirmed in writing to the Client; and
6.5.3 in full and in cleared funds to a bank account nominated in writing by Pb, and time for payment shall be of the essence of the Contract.
6.6 If the Client elects to pay an invoice submitted by Pb by credit card a 2.5% surcharge shall be due in addition to the relevant sum to reflect the costs incurred by Pb in processing credit card payments.
6.7 All amounts payable by the Client 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 Pb to the Client, the Client shall, on receipt of a valid VAT invoice from Pb, pay to Pb 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.
6.8 If the Client fails to make a payment due to Pb under the Contract by the due date, then, without limiting Pb's remedies under clause 11:
6.8.1 in the case of the Client failing to make payment of a sum invoiced in accordance with clause 6.4 when it is due, the Client shall be required to pay to Pb a management fee equal to 10% of the relevant invoice in addition to payment in full of the outstanding sum; and
6.8.2 the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.8.2 will accrue each day at 6% a year above the Bank of England's base rate from time to time, but at 6% a year for any period when that base rate is below 0%.
6.9 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).
7. INTELLECTUAL PROPERTY RIGHTS
7.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by Pb.
7.2 Unless otherwise set out in the Project Proposal, upon payment in full of all Charges and other sums due under the Contract, all Intellectual Property Rights in the Deliverable(s) shall become the property of the Client, and Pb shall (insofar as it is able to do so) assign absolutely with full title guarantee all such Intellectual Property Rights to the Client. The parties shall execute all documents necessary to give effect to this clause 7.2.
7.3 Nothing in clause 7.2 shall grant or conference upon the Client any right, title or interest in or to any of the Background Pb IPR.
7.4 The Client grants Pb a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to Pb for the term of the Contract for the purpose of providing the Services to the Client.
7.5 The Client shall indemnify Pb in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Pb arising out of or in connection with any claim brought against Pb, its agents, subcontractors or consultants for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with:
7.5.1 the receipt or use in the performance of the Contract of the materials provided by the Client; or
7.5.2 any unauthorised use of the Background Pb IPR by the Client or its employees, agents, subcontractors, representatives or consultants.
7.6 The Client grants Pb a fully paid-up, non-exclusive, royalty-free, irrevocable, non-transferable licence to display the final Deliverable(s) in Pb’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the sole purposes of recognition of creative excellence or professional advancement, and Pb shall be credited with authorship of the final Deliverable(s) in connection with such uses. Either party, subject to the other party’s written approval, may include a link to the other party’s website.
8. DATA PROTECTION
8.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation. In this clause 8, Applicable Laws means (for so long as and to the extent that they apply to Pb) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
8.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the controller and Pb is the processor.
8.3 Without prejudice to the generality of clause 8.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Pb for the duration and purposes of the Contract.
8.4 Without prejudice to the generality of clause 8.1, Pb shall, in relation to any personal data processed in connection with the performance by Pb of its obligations under the Contract:
8.4.1 process that personal data only on the documented written instructions of the Client unless Pb is required by Applicable Laws to otherwise process that personal data;
8.4.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
8.4.3 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
8.4.4 not transfer any personal data outside of the European Economic Area unless the prior written consent of the Client has been obtained and the following conditions are fulfilled: (a) the Client or Pb has provided appropriate safeguards in relation to the transfer; (b) the data subject has enforceable rights and effective legal remedies; (c) Pb complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and (d) Pb complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the personal data;
8.4.5 assist the Client, at the Client's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
8.4.6 notify the Client without undue delay on becoming aware of a personal data breach; and
8.4.7 at the written direction of the Client, delete or return personal data and copies thereof to the Client on termination of this Contract unless required by Applicable Law to store the personal data.
9. LIMITATION OF LIABILITY
9.1 Nothing in the Contract limits or excludes any liability which cannot legally be limited or excluded, including but not limited to liability for:
9.1.1 death or personal injury caused by negligence; and
9.1.2 fraud or fraudulent misrepresentation.
9.2 Subject to clause 9.1, Pb's total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall not exceed the aggregate amount of the Charges.
9.3 Subject to clause 9.1, Pb shall not have any liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
9.3.1 loss of profits;
9.3.2 loss of sales or business;
9.3.3 loss of agreements or contracts;
9.3.4 loss of anticipated savings;
9.3.5 loss of use or corruption of software, data or information;
9.3.6 loss or damage of the Client’s or property or the Venue;
9.3.7 loss of or damage to goodwill; and/or
9.3.8 any indirect or consequential loss.
9.4 This clause 9 shall survive termination of the Contract.
10. CANCELLATION AND POSTPONEMENT
10.1 In the event that the Client wishes to cancel the Services or any part of the Services for any reason, or wishes to postpone the Project Delivery Date to a date which is 6 months or more after the originally scheduled Project Delivery Date, the Client shall notify Pb of such cancellation or extended postponement in writing. In these circumstances, the Client shall be liable to pay a cancellation fee (the “Cancellation Fee”). The Cancellation Fee shall be the calculated as follows:
10.1.1 if the Client notifies Pb of the cancellation or extended postponement 12 weeks or more before the first Project Delivery Date, the Cancellation Fee shall be 30% of the total Charges;
10.1.2 if the Client notifies Pb of the cancellation or extended postponement with less than 12 weeks but 4 or more weeks remaining before the first Project Delivery Date, the Cancellation Fee shall be 50% of the total Charges;
10.1.3 if the Client notifies Pb of the cancellation or extended postponement with less than 4 weeks but 2 or more weeks remaining before the first Project Delivery Date, the Cancellation Fee shall be 75% of the total Charges; and
10.1.4 if the Client notifies Pb of the cancellation or extended postponement with less than 2 weeks remaining before the first Project Delivery Date, the Cancellation Fee shall be 100% of the total Charges, and where such Cancellation Fee is payable in respect of a postponement of the Project Delivery Date, the Cancellation Fee shall be payable in addition to the Charges in respect of the rescheduled Services and Project Delivery Date.
10.2 In the event that the Client wishes to postpone the Project Delivery Date to a date which is within 6 months of the original Project Delivery Date, the Client shall notify Pb of such postponement in writing. In these circumstances, the Client shall be liable to pay a postponement fee (the “Postponement Fee”) in addition to Charges payable in respect of the Services. The Postponement Fee shall be calculated as follows:
10.2.1 if the Client notifies Pb of the postponement with 4 or more weeks remaining before the first Project Delivery Date, the Postponement Fee shall be 30% of the total Charges; and
10.2.2 if the Client notifies Pb of the postponement with less than 4 weeks remaining before the first Project Delivery Date, the Postponement Fee shall be 50% of the total Charges.
10.3 In addition to the Cancellation Fee or the Postponement Fee (as the case may be), the Client shall be liable to pay any costs, fees or expenses incurred by Pb in providing the Services, including (without limitation) any fees charged by any third party in connection with the cancellation of the Services and any fees due and payable to any third parties engaged by Pb in connection with the Services.
11.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
11.1.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
11.1.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
11.1.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
11.1.4 the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
11.2 Without affecting any other right or remedy available to it, Pb may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract.
11.3 Without affecting any other right or remedy available to it, Pb may suspend the supply of Services under the Contract or any other contract between the Client and Pb if the Client fails to pay any amount due under the Contract on the due date for payment, the Client becomes subject to any of the events listed in clause 11.1.2 to clause 11.1.4, or Pb reasonably believes that the Client is about to become subject to any of them.
12. CONSEQUENCES OF TERMINATION
12.1 On termination of the Contract:
12.1.1 the Client shall immediately pay to Pb all of Pb's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Pb shall submit an invoice, which shall be payable by the Client immediately on receipt;
12.1.2 the Client shall return all of the Pb Equipment and any Deliverables which have not been fully paid for. If the Client fails to do so, then Pb may enter the Client's premises or the Venue and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
12.2 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
12.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
13.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for more than 2 months, the party not affected may terminate the Contract by giving 14 days' written notice to the affected party. If the provision of the Services on the Project Delivery Date is cancelled as a result of an event beyond Pb’s control, Pb shall not be liable to refund the Charges. In these circumstances, Pb will use its reasonable endeavours to re-arrange the cancelled Services for an alternative Project Delivery Date and shall be entitled to charge the Client for any additional costs or expenses incurred in connection with the re-arranged Project Delivery Date.
13.2 Assignment and other dealings.
13.2.1 Pb 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.
13.2.2 The Client 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 Pb.
13.3.1 Each party undertakes that it shall not at any time during the Contract, and for a period of [five] years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.3.2.
13.3.2 Each party may disclose the other party's confidential information: (a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 13.3; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
13.4 Entire agreement.
13.4.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.4.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
13.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
13.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 13.7 shall not affect the validity and enforceability of the rest of the Contract.
13.8.1 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 its main email address.
13.8.2 Any notice shall be deemed to have been received: (a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address (b) 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; and (c) if sent by email, at 9.00 am on the next Business Day after transmission.
13.8.3 This clause 13.8 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.
13.9 Third party rights.
13.9.1 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.
13.9.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
13.10 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. 13.11 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.
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