Terms and Conditions

NAVITAS DIGITAL SAFETY LIMITED (Registered number 08861678) whose registered office is at Executive House, Avalon Way, Anstey, Leicestershire, LE7 7GR (“we”, “us” or “our”)

STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES

Your attention is particularly drawn to the exclusions and limitations of liability at Condition 8.

  1. DEFINITIONS AND INTERPRETATION

In these Conditions:

    1. the following words and expressions have the following meanings and, in addition, any words and expressions defined in any Condition will have the same meaning when used in any other Condition:

“Agreement”

 

refers to the agreement between the parties consisting of these Conditions, the Order and any other documents referred to in or attached by us to the Conditions or the Order

Business Day”

a day that is not a Saturday, Sunday or public or bank holiday in England and/or Wales

“Charges”

the monthly charges for the Services set out in the Order as those charges may be varied from time to time in accordance with Condition 6.3

“Confidential Information”

is all information (whether written, oral, in electronic form or in any other media) in respect of the business or activities of us or you, as applicable, including, without prejudice to the generality of the foregoing, any ideas; business methods; finance; prices, business, financial, marketing, development or manpower plans; customer lists or details; computer systems and software; products or services and information connected therewith, and information concerning relationships with actual or potential clients or suppliers; the terms of this Agreement and any other information which, if disclosed, would be liable to cause harm to the disclosing party

“Equipment”

the equipment set out in the Order which we will provide to you in accordance with the Agreement

“Initial Fee”

the initial set up fee as set out in the Order as may be varied from time to time in accordance with Condition 6.3

 

“Initial Term”

the initial term shall commence on the date of acceptance of the Order in accordance with Condition 2.2 and shall continue for a period of two (2) years from the date of acceptance of the Order

“Intellectual property Rights”

means all trademarks, registered designs, patents, copyright, database rights, rights in databases, design rights, know how, trade and business names, moral rights, publication rights, performance rights, trade get-up, goodwill and any other similar protected rights in any country howsoever arising, whether requiring registration or not, and all applications for any of the foregoing

“Liability”

liability arising out of or in connection with the Agreement, whether in contract, tort, misrepresentation, restitution, under statute or otherwise, including any liability and/or arising from a breach of, or a failure to perform or defect or delay in performance of, any of a party’s obligations under the Agreement and/or any defect in any Equipment, in each case howsoever caused including if caused by negligence or if caused by a deliberate and/or repudiatory breach by that party

 

“Order”

your order for the supply of the Services as set out in our standard order form placed via our on-line ordering facility or in such other manner as agreed beforehand by us

 

“Services”

the services which we will provide to you as set out in the Order

 

“Termination Fee”

the fee immediately payable by you to us should the Agreement be terminated during the Initial Term and such fee shall be an amount equal to three (3) months’ Charges or the amount which should have been payable for the full Initial Term had the Agreement not been terminated early whichever is the lower amount

 

“you”/”your”

the customer as set out in the Order

    1. all headings are for ease of reference only and will not affect the construction or interpretation of these Conditions;
    2. references to a “person” include any individual, body corporate, association, partnership, firm, trust, organisation, joint venture, government, local or municipal authority, governmental or supra-governmental agency or department, state or agency of state or any other entity (in each case whether or not having separate legal personality);
    3. references to any statute or statutory provision will include any subordinate legislation made under it and will be construed as references to such statute, statutory provision and/or subordinate legislation as modified, amended, extended, consolidated, re-enacted and/or replaced and in force from time to time; and
    4. any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them.
  1. CONTRACT FORMATION
    1. Any quotation given by us will be valid for a period of thirty (30) days from and including its date, and will constitute an invitation to treat and not an offer.
    2. The Order constitutes an offer by you to purchase the Services  from us on these Conditions.  A contract for the supply of Services by us to you on these Conditions will be formed when we accept the Order by signing the Order whether electronically or in person.  For the avoidance of doubt, we are under no obligation to accept the Order.
    3. These Conditions are the only terms and conditions on which we will supply the Services to you and will apply to the exclusion of all other terms and conditions including any terms and conditions which you purport to apply under any purchase order, confirmation of order or similar document (whether or not such document is referred to in the Agreement) and any terms and conditions which may otherwise be implied by trade, custom, practice or course of dealing.
    4. Completion of the installation of the Equipment will be deemed conclusive evidence of your acceptance of these Conditions and the Services will be deemed to have commenced from the date of installation of the Equipment regardless of when you start to use the Services.
  2. THE EQUIPMENT
    1. We will be entitled at any time to vary the design, finish or specification of the Equipment and/or substitute any materials or parts which are used in the Equipment and which are unavailable for any reason with alternative materials or parts.  We will use reasonable endeavours to give you reasonable prior notice of any such variation or substitution.
    2. All samples, drawings, descriptive and illustrative matter and advertising issued or published by us (or the manufacturer of the Equipment) whether in catalogues, brochures, websites, other promotional material or otherwise are for the sole purpose of giving an approximate idea of the relevant piece of Equipment.
  3. INSTALLATION
    1. We will install the Equipment to the address specified in the Order or as agreed in writing by us.
    2. We will use reasonable endeavours to install the Equipment on the estimated installation date set out in the Order, but time for installation of the Equipment will not be of the essence of the Agreement.  Any dates for installation of the Equipment given by us are estimates only.
  4. PASSING OF RISK AND RETENTION OF TITLE
    1. Risk of damage to or loss of the Equipment will pass to you on installation.
    2. Subject to Conditions 5.3 and 5.4, legal and beneficial ownership of the Equipment will not pass to you until we have received in full in cleared funds:
      1. all sums due to us in respect of the Equipment; and
      2. all other sums which are or which become due to us from you on any account whatsoever.
    3. If you wish to resell the Equipment then you must obtain our prior written consent and it is at our sole discretion as to whether we provide the Services to anyone that you sell the Equipment to.
    4. We may, by giving written notice to you, pass legal and beneficial ownership of the Equipment (or any of them) to you at any time before such ownership would otherwise have passed to you.
    5. Until ownership of the Equipment has passed to you, you will:
      1. hold the Equipment on a fiduciary basis as our bailee;
      2. store the Equipment (at no cost to us) separately from all other goods in such a way that they remain readily identifiable as our property;
      3. not destroy, deface or obscure any identifying mark or packaging on or relating to the Equipment;
      4. not, without our prior written consent, annex any Equipment to your premises;
      5. maintain the Equipment in satisfactory condition; and
      6. procure that any insurance proceeds received in respect of lost or damaged Equipment are paid to us, to the extent required to satisfy your indebtedness to us.
    6. If you resell any Equipment in accordance with Condition 5.3, you will hold such part of the proceeds of sale as represents the amount owed by you to us in trust for us and will account to us accordingly.
    7. Your right to possession, use and resale of the Equipment will terminate immediately if, before ownership of the Equipment passes to you in accordance with Conditions 5.2, 5.3 or 5.4.
    8. We will be entitled to recover payment for the Equipment (including by way of an action for the price) notwithstanding that ownership of any of the Equipment has not passed from us.
    9. You grant, and will procure that the owner of any relevant third party premises grants, us, our agents, employees and sub-contractors an irrevocable licence at any time to enter any premises where the Equipment are or may be stored in order to inspect them, or, where your right to possession, use and resale has terminated, to recover them.
    10. If your right to possession, use and resale of the Equipment terminates in accordance with Condition 5.7, we will be entitled to issue you with a credit note for all or any part of the price of the Equipment together with value added tax thereon.
    11. Our rights contained in this Condition 5 will survive expiry or termination of the Agreement however arising.

 

 

  1. PRICE AND PAYMENT
    1. You will pay the Initial Fee and Charges to us in accordance with this Condition 6.
    2. Any sum payable under the Agreement is exclusive of value added tax (and any other similar or equivalent taxes, duties, fees and levies imposed from time to time by any government or other authority) which will be payable in addition to that sum in the manner and at the rate prescribed by law from time to time.
    3. We will be entitled to vary the Charges at any time by giving written notice to you to reflect any variation in the cost of supplying the Equipment and/or Services which arises as a consequence of any change in law; or any variation in your requirements for the Equipment and/or Services; or any information provided by you being inaccurate or incomplete; or any failure or delay by you in providing information.
    4. We will be entitled to invoice you for any Equipment and/or Services payable by you in addition to the Initial Fee and the Charges in addition to the Charges following completion of the Order.
    5. You will pay the Initial Fee immediately upon the date that the Order has been placed by you and the date of installation has been confirmed by us.
    6. The Charges will be payable by you monthly in advance on or around the last Business Day of each month and all invoices for the Charges will be paid by you by direct debit within seven (7) days of the direct debit due date, unless agreed otherwise in writing between the parties.  All payments will be made in pounds sterling.
    7. If any sum payable under the Agreement is not paid on or before the due date for payment we will be entitled to charge you interest on that sum at the rate set out in the Late Payment of Commercial Debts (Interest) Act 1998 from the due date until the date of payment (whether before or after judgment), such interest to accrue on a daily basis.
    8. If you fail to make any payment due to us under the Agreement or any other contract between you and us within seven (7) days of the payment due date we will be entitled to withhold further deliveries of Equipment and to suspend provision of all or any of the Services until payment of all overdue sums has been made.
    9. If you fail to make any payment due to us under the Agreement on or before the payment due date or if any of the events or circumstances set out in Conditions .1 to .5 below occur all Charges will immediately become due and payable by you (and we will not be required to make available the Equipment and/or Services):
      1. you have a receiver, administrator or provisional liquidator appointed; are subject to a notice of intention to appoint an administrator; pass a resolution for your winding-up; have a winding up order made by a court in respect of you; enter into any composition or arrangement with creditors; or cease to carry on business; or have any steps or actions taken in connection with any of these procedures;
      2. we give you written notice that we have any concerns regarding your financial standing;
      3. you fail to pay any sum due to us under this Agreement on or before the due date; or are in breach of any of your obligations under the Agreement or any other contract between us and you;
      4. you encumber or in any way charge any of the Equipment; or
      5. the Agreement expires or terminates for any reason.
    10. Save as otherwise expressly provided in these Conditions or required by law, all payments to be made by you to us under the Agreement will be made in full and without any set-off or any deduction or withholding including on account of any counter-claim.
    11. Following expiry or termination of the Agreement all Charges will become immediately due and payable by you.
  2. WARRANTY
    1. We will during the period starting on the installation of the Equipment and ending on expiry of the warranty period set out for each of the Equipment in the Order or if no such warranty period is set out in the Order then upon expiry of two (2) years from and including the date of Delivery (the “Warranty Period”) provide you with a warranty which is the same as the warranty which we receive for the Equipment from the relevant manufacturer.
    2. If, at any time during the Warranty Period, you become aware of a breach of the warranty at Condition 7.1, you will:
      1. give written notice of the breach to us, such notice to be given within seven (7) days after you become aware of the breach and prior to expiry of the Warranty Period;
      2. at our option either return to us (at our cost) the relevant piece of Equipment or permit us or our agent or sub-contractor to inspect it at your premises; and
      3. provide us with all information and assistance which we may require to investigate the alleged breach.
    3. Subject to Condition 8.4, our only Liability for breach of the warranty at Condition 7.1 will be, at our sole option, to either repair or replace the relevant piece of Equipment, and if any replacements are provided then these may be either new or refurbished.
    4. Subject to Condition 8.4, we will not have any Liability for a breach of the warranty at Condition 7.1 if or to the extent that:
      1. you do not comply with your obligations at Condition 7.2 in respect of the breach;
      2. the relevant defect was caused by damage in transit after Delivery;
      3. the relevant defect was caused or exacerbated by improper use, handling, alteration, installation, repair, maintenance, storage or failure to comply with instructions provided by us or the manufacturer; or
      4. you make further use of the relevant Equipment after discovering the relevant breach.

The warranty under Condition 7.1 will apply to any Equipment which is repaired or replaced under Condition 7.3 for the remainder of the original Warranty Period. Following a process of testing, we reserve the right to decide whether the cause of the defect was caused by any of the methods, or otherwise.

    1. Except as set out in Condition 8.4, we hereby exclude to the fullest extent permissible in law, all conditions, warranties and stipulations, express (other than those set out in these Conditions) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in your favour.
    2. We warrant to you that we will provide the Services with reasonable care and skill.
    3. We will use reasonable endeavours to provide the Services in accordance with the timescales and service standards set out in the Order, but any dates or times for the provision of the Services or any other obligations set out in the Order or any documentation or as otherwise agreed from time to time are targets or estimates only.  Time will not be of the essence in relation to our performance times.
  1. EXCLUSIONS AND LIMITATIONS OF LIABILITY
    1. Subject to Condition 8.4, our maximum aggregate Liability under this Agreement (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or loss howsoever caused will be limited to in any calendar year to an amount equal to the Charges payable under this Agreement by you in that year.
    2. Subject always to Condition 8.4, we will have no Liability to you whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any:
      1. loss of profit (whether direct, indirect or consequential);
      2. loss of revenue, loss of production or loss of business (in each case whether direct, indirect or consequential);
      3. loss of goodwill, loss of reputation or loss of opportunity (in each case whether direct, indirect or consequential);
      4. loss of anticipated savings or loss of margin (in each case whether direct, indirect or consequential);
      5. loss of, or damage to, data (whether direct, indirect or consequential)
      6. liability that you have to third parties (whether direct, indirect or consequential); or
      7. indirect, consequential or special loss.
    3. We will not be in breach of the Agreement or otherwise liable to you for any failure to perform or delay in performing our obligations under the Agreement to the extent that such failure or delay is due to any event or circumstance beyond our reasonable control.
    4. Nothing in the Agreement will operate to exclude or restrict one party’s Liability (if any) to the other:
      1. for death or personal injury resulting from its negligence or the negligence of a person for whom it is vicariously liable (negligence being as defined in Section 1(1) Unfair Contract Terms Act 1977);
      2. for its fraud or fraudulent misrepresentation or fraud or fraudulent misrepresentation by a person for whom it is vicariously liable;
      3. for breach of its obligations arising under Section 2 Supply of Goods and Services Act 1982;
      4. arising under Section 2(3) Consumer Protection Act 1987;
      5. for a deliberate breach of the Agreement by that party; or
      6. for any matter for which it is not permitted by law to exclude or limit, or to attempt to exclude or limit, its liability.
    5. Nothing in this Condition 8 will prevent or restrict the right of a party to seek injunctive relief or specific performance or other discretionary remedies of the court.
    6. Each of our employees, agents and sub-contractors will be entitled to enforce all the terms of this Condition 8 subject to and in accordance with the Contracts (Rights of Third Parties) Act 1999 and the terms of the Agreement.  Accordingly and for the avoidance of doubt the financial limits on liability set out in Condition 8 represent our maximum liability to you and the maximum liability of our employees, agents and sub-contractors in aggregate.  The parties may vary or rescind the Agreement without the consent of our employees, agents or sub-contractors.
  2. YOUR OBLIGATIONS
    1. You will:
      1. provide us with all such information and assistance as we may require from time to time to perform our obligations under the Agreement;
      2. not re-package the Equipment or remove or alter any trade marks, serial numbers or other identifying marks on the Equipment or their packaging or add any other trade marks, patent numbers, serial numbers or other identifying marks to the Equipment;
      3. not alter or modify the Equipment in any way;
      4. provide adequate Wi-Fi to enable the Equipment to operate and the Services to be provided by you and if you do not do this then we will not be liable for failure of the Equipment to perform or the Services to be used by you;
      5. ensure that the temperature readings are monitored and reviewed regularly by you and kept at a safe level
      6. report any errors, faults or problems with the Equipment or Services to us immediately.
    2. You will comply with our instructions in connection with any product recall initiated by us involving any of the Equipment.
    3. Notwithstanding any other term of the Agreement we will not be in breach of the Agreement to the extent our failure to perform or delay or defect in performance of its obligations under the Agreement arises as a result of:
      1. any breach by you of your obligations contained in the Agreement;
      2. us relying on any incomplete or inaccurate data provided by a third party; or
      3. us complying with any instruction or request by you or one of your employees.
  3. TERM AND TERMINATION TERMINATION" \l 1
    1. Unless otherwise agreed in writing between the parties, this Agreement shall commence on the date of our acceptance of the Order in accordance with Condition 2.2 and shall continue until the expiry date of the Initial Term, unless terminated earlier in accordance with the following provisions of this Condition 10.
    2. If you commit a material breach of the Agreement we may terminate the Agreement immediately by giving written notice to that effect to you and you will be liable to pay the Termination Fee if the Agreement is terminated by us in accordance with this Condition within the Initial Term.
    3. We may terminate the Agreement immediately by giving written notice to that effect to you if you fail to make any payment due to us under the Agreement on or before the direct debit due date and you will be liable to pay the Termination Fee if the Agreement is terminated by us in accordance with this Condition within the Initial Term.
    4. We may by written notice to you terminate the Agreement in whole or in any part immediately if you:
      1. are unable to pay your debts within the meaning of section 123 Insolvency Act 1986, make a proposal for a voluntary arrangement or convene a meeting of your creditors to consider such a proposal, become subject to any voluntary arrangement, have a receiver, manager, or administrative receiver appointed over any of your assets, undertakings or income, pass a resolution for your winding-up, are subject to a petition presented to any court for your winding-up, have a professional liquidator appointed, have a proposal made for a compromise or arrangement under Part 26 Companies Act 2006, have an administrator appointed or are the subject of an application for administration filed at any court or a notice of appointment of an administrator filed at any court or a notice of intention to appoint an administrator filed at any court by any person or are the subject of a notice to strike off the register at Companies House; or
      2. we have concerns regarding your financial standing.
    5. If an event or circumstance which gives rise to relief from liability under Condition 8.3 continues for a period of more than sixty (60) days, either party will be entitled to terminate the Agreement by giving not less than fourteen (14) days’ written notice to that effect to the other party.
    6. Following expiry or termination of the Agreement:
      1. any Conditions which expressly or impliedly continue to have effect after expiry or termination of the Agreement will continue in force; and
      2. all other rights and obligations will immediately cease without prejudice to any rights, obligations, claims (including claims for damages for breach) and liabilities which have accrued prior to the date of expiry or termination.
    7. Within seven (7) days after the date of expiry or termination of the Agreement each party will, subject to the exception set out in Condition 10.8,
      1. return to the other party all Confidential Information (including all copies and extracts) of the other party in its possession or control; and
      2. cease to use the Confidential Information of the other party.
    8. Each party may retain any Confidential Information of the other party which it has to keep to comply with any applicable law or which it is required to retain for insurance, accounting or taxation purposes.  Condition 11 will continue to apply to retained Confidential Information.
    9. You agree that you will not terminate this Agreement during the Initial Term and if the Agreement is terminated by you for any reason or the Agreement is terminated by us in accordance with this Agreement within the Initial Term then you will pay the Termination Fee to us immediately upon such termination.
    10. Upon expiry or termination of the Agreement, if ownership of the Equipment has not passed to you in accordance with Condition 5.2 then you will promptly, at your own cost, either return the Equipment to us or dispose of the Equipment in a safe manner and in compliance with all laws and regulations.
  4. CONFIDENTIALITY AND DATA PROTECTION
    1. Each party (“receiving party”) will:
      1. keep the Confidential Information secret, safe and secure and will only disclose it in the manner and to the extent expressly permitted by the Agreement; and
      2. use the Confidential Information only to the extent necessary for the performance of its obligations under the Agreement.
    2. The receiving party may disclose Confidential Information to such of its officers and employees for the purpose of complying with its obligations under the Agreement and, in our case, agents and sub-contractors, and local authority officials who require access to that Confidential Information.
    3. The obligations on the receiving party set out in this Condition 11 will not apply to any Confidential Information of the disclosing party which:
      1. the receiving party can demonstrate is in the public domain (other than as a result of a breach of this Condition 11 by the receiving party); or
      2. the receiving party is required to disclose by order of a court of competent jurisdiction but then only to the extent of such required disclosure.
    4. The provisions of this Condition 11 will survive any termination of this Agreement for a period of five (5) years from termination.
    5. You hereby authorise us to process any personal data provided by you or any of your end users or customers, for the purposes of performing our obligations and exercising our rights under the Agreement.  You warrant that you have obtained the necessary consents from your end users or customers to permit the same.
    6. We shall process all personal data referred to in Condition 11.5 as a data processor as agreed in writing with you beforehand and we shall comply in respect of such processing with our obligations as a data processor under the Data Protection Act 1998.
    7. If agreed by both parties beforehand in writing, we may share data provided by you or your end users or customers to us with third parties if we are requested to do so by a local authority or Government body in preparation for any audits or in order for us to comply with any law.
  5. NOTICE
    1. Any notice or other communication given under or in connection with the Agreement will be in writing, in the English language and:
      1. sent by pre-paid first class post or recorded delivery to the relevant party’s address;
      2. delivered to or left at (but not, in either case, by post) the relevant party’s address; or
      3. sent by email to the relevant party’s email address,

and, in the case of any notice or other communication to be given to us, marked for the attention of our specified representative.  Our address and email address and representative are set out below and your address and email address are those detailed in the Order, and may be changed by the relevant party giving at least ten (10) Business Days notice in accordance with this Condition 12.

Navitas Digital Safety, Executive House

Avalon Way

Anstey

Leicestershire

LE7 7GR

ben@navitas.eu.com

For the attention of: Ben Gardner (Managing Director)

    1. Any notice or communication given in accordance with Condition 12.1 will be deemed to have been served:
      1. if given as set out in Condition 12.1.1, at 9.00 a.m. on the first Business Day after the date of posting;
      2. if given as set out in Condition 12.1.2, at the time the notice or communication is delivered to or left at that party’s address; and
      3. if given as set out in Condition 12.1.3, at the time of confirmation of completion of transmission of the email provided that no error message or out of office message is received by the sender within an hour of the email being sent;

provided that if a notice or communication is deemed to be served before 9.00am on a Business Day it will be deemed to be served at 9.00am on that Business Day and if it is deemed to be served on a day which is not a Business Day or after 5.00pm on a Business Day it will be deemed to be served at 9.00am on the immediately following Business Day.

    1. To prove service of a notice or communication it will be sufficient to prove that the provisions of Condition 12.1 were complied with.
    2. This Condition 12 will not apply to the service of any proceedings or other documents in a legal action to which the Civil Procedure Rules apply.
  1. INTELLECTUAL PROPERTY RIGHTS
    1. We (or our licensors) shall own and retain ownership of all Intellectual Property Rights in the Equipment and the Services and of any Intellectual Property Rights arising from the performance of our obligations under this Agreement (including the product of any of the Services).  Where you acquire, by operation of law, title to Intellectual Property Rights that is inconsistent with the foregoing, you shall (and shall procure that the relevant end user or customer shall) assign in writing such Intellectual Property Rights as it has acquired to us.
    2. To our knowledge, the Equipment and Services, when used in accordance with this Agreement, do not infringe any existing Intellectual Property Rights of any third party.  This statement does not apply and we shall have no liability to the extent that any such infringement results from the use of the Equipment and/or Services in combination with any equipment or software or content not supplied or approved by us or from any modification by a party other than us or our authorised agent.
    3. You shall have no rights in respect of the Equipment and the Services or any of our Intellectual Property Rights or those of our third party licensors, save for the limited rights of use expressly granted in this Agreement.
  2. GENERAL
    1. The Agreement constitutes the entire agreement between the parties and supersedes any prior agreement or arrangement in respect of its subject matter and:
      1. neither party has entered into the Agreement  in reliance upon, and it will have no remedy in respect of, any misrepresentation, representation or statement (whether made by the other party or any other person) which is not expressly set out in the Agreement;
      2. the only remedies available for any misrepresentation or breach of any representation or statement which was made prior to entry into the Agreement and which is expressly set out in the Agreement will be for breach of contract; and
      3. nothing in this Condition 14.1 will be interpreted or construed as limiting or excluding the liability of any person for fraud or fraudulent misrepresentation.
    2. A delay in exercising or failure to exercise a right or remedy under or in connection with the Agreement will not constitute a waiver of, or prevent or restrict future exercise of, that or any other right or remedy, nor will the single or partial exercise of a right or remedy prevent or restrict the further exercise of that or any other right or remedy.  A waiver of any right, remedy, breach or default will only be valid if it is in writing and signed by the party giving it and only in the circumstances and for the purpose for which it was given and will not constitute a waiver of any other right, remedy, breach or default.
    3. If any term of the Agreement (including any exclusion from, or limitation of, liability set out in Condition 8) is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term will be deemed to be severed from the Agreement and this will not affect the remainder of the Agreement which will continue in full force and effect.
    4. No variation to the Agreement will be effective unless it is in writing and signed by a duly authorised representative on behalf of each of the parties.
    5. Nothing in the Agreement and no action taken by the parties in connection with it or them will create a partnership or joint venture or relationship of employer and employee between the parties or give either party authority to act as the agent of or in the name of or on behalf of the other party or to bind the other party or to hold itself out as being entitled to do so.
    6. Each party agrees that it is an independent contractor and is entering into the Agreement as principal and not as agent for or for the benefit of any other person.
    7. Save as provided in Condition 8.6, the parties do not intend that any term of the Agreement will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person.
    8. Our rights and remedies set out in these Conditions are in addition to and not exclusive of any rights and remedies provided by law.
    9. You will not be entitled to assign, transfer, charge, hold on trust for any person or deal in any other manner with any of your  rights under the Agreement
    10. The Agreement and any non-contractual obligations arising out of or in connection with it will be governed by the law of England and Wales.
    11. Each party agrees that the courts of England and Wales have exclusive jurisdiction to determine any dispute arising out of or in connection with the Agreement (including in relation to any non-contractual obligations).
    12. Either party may seek specific performance, interim or final injunctive relief or any other relief of similar nature or effect in any court of competent jurisdiction.