Client Terms and Conditions

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions

• Background Intellectual Property: in respect of a party means any Intellectual Property owned by, licensed to or otherwise controlled by that party before the Commencement Date or created after the Commencement Date outside the scope of the Services, which is used in connection with the Services or which is disclosed to the other party in connection with the Services.

• 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 5 (Charges and payment).

• Client: the person or firm who purchases Services from Industry of Us.

• 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 11.5.

• Contract: the contract between Industry of Us and the Client for the supply of Services in accordance with these Conditions.

• Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

• Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures: as defined in the Data Protection Legislation.

• Course(s): the face-to-face or online training course or courses (as the case may be) to be provided by Industry of Us to the Client as set out in the Proposal (where applicable).  Any reference to a Course or Courses in these Conditions shall include all materials relating to the Course(s), whether written or oral and in any medium whatsoever.

• 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); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.

• Deliverables: the deliverables set out in the Proposal produced by Industry of Us for the Client (if any), including where applicable (and without limitation) any advice, recommendations, evaluations, and, in relation to a Course, any course notes, hand-outs or other documentation and materials relating to or supporting the Course, in all cases in whatever format those may be provided.

• Industry of Us: Industry of Us Limited, a private limited company registered in England and Wales with company number 11796227 whose registered office is at 1 Victoria Street, Bristol, United Kingdom, BS1 6AA.

• Industry of Us Materials: has the meaning set out in clause 4.1(h).

• 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.

• Proposal: the Client's order for Services as set out in Industry of Us’s proposal form.

• Services: the services, including the Deliverables (where relevant), supplied by Industry of Us to the Client as set out in the Proposal.

• 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.

1.2 Interpretation

(a) 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.

(b) 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.

(c) A reference to writing or written includes email.

2. Basis of contract

2.1 The Proposal is issued by Industry of Us to the Client, and constitutes an offer by the Client to purchase Services in accordance with these Conditions.

2.2 The Proposal, once signed by the Client and returned to Industry of Us (or confirmed via email as accepted by the Client), shall only be deemed to be accepted when Industry of Us issues written acceptance of it, at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 Any samples, drawings, descriptive matter or advertising issued by Industry of Us, and any descriptions or illustrations contained in Industry of Us's brochures, advertising materials, or on its website, 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 trade, custom, practice or course of dealing.

2.5 Any quotation given by Industry of Us shall not constitute an offer, and is only valid for a period of 30 days from its date of issue (or such other period as may be stated in the quotation).

3. Supply of Services

3.1 Industry of Us shall supply the Services to the Client in accordance with the Proposal in all material respects.

3.2 Industry of Us shall use all reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3 Industry of Us may have to cancel a Course in certain circumstances, including:

(a) in the case of technical problems, such as failure of relevant equipment, software or hardware;

(b) due to unavailability of relevant personnel; or

(c) unavailability of the venue at which the Course is to be delivered.

Industry of Us will contact the Client in advance wherever possible in the event of such a cancellation, unless the problem is urgent or an emergency, and shall have no obligation or liability to the Client whatsoever in relation to such cancellation other than to arrange a suitable alternative time and date for the Course in question.

3.4 Industry of Us reserves the right to amend the 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 Industry of Us shall notify the Client in any such event.

3.5 Industry of Us warrants to the Client that the Services will be provided using reasonable care and skill.

4. Client's obligations

4.1 The Client shall:

(a) ensure that the terms of the Proposal are complete and accurate;

(b) co-operate with Industry of Us in all matters relating to the Services;

(c) provide Industry of Us, its employees, agents, consultants and subcontractors, with access to the Client's premises, office accommodation and other facilities as reasonably required by Industry of Us;

(d) provide Industry of Us with such information, documentation and materials as Industry of Us may reasonably require in order to supply the Services, and ensure that such information, documentation and materials are complete, accurate and up-to-date in all material respects;

(e) obtain and maintain all necessary licences, permissions and consents (if applicable) which may be required for the Services before the date on which the Services are to start;

(f) comply with all applicable laws, including health and safety laws;

(g) comply with such additional requirements (if any) as are set out in the Proposal; and

(h) keep all materials, equipment, documents and other property of Industry of Us (Industry of Us Materials) at the Client's premises in safe custody at its own risk, maintain Industry of Us Materials in good condition until returned to Industry of Us, and not dispose of or use Industry of Us Materials other than in accordance with Industry of Us's written instructions or authorisation.

4.2 Where the Services include training, the Client agrees (and will procure that each individual who attends a Course (an Attendee also agrees) that:

(a) any Course provided to the Client will be attended only by the individual(s) specified in the Proposal (whether by name or job title), and under no circumstances will any additional individuals or any substitute(s) attend the Course without the prior agreement of Industry of Us.  Industry of Us reserves the right to increase the Charges for a Course in the event that the number of Attendees exceeds the number of Attendees set out in the Proposal, or if any Attendee specified in the Proposal is substituted with another individual;

(b) when completing the Course, each Attendee will abide by any rules or policies of which they or the Client are advised (whether orally or in writing), either in relation to the Course itself or any venue at which the Course takes place;

(c) Attendees will not engage in any unacceptable behaviour during their attendance on a Course (including threatening, intimidating or harassing any other Attendees, Industry of Us or Client personnel, or any third parties whatsoever);

(d) by accepting the Proposal, Industry of Us grants the Client a limited single-use licence for the Attendees to attend the Course, and neither the Attendees nor the Client acquire any other rights in the Course other than as set out in clause 6 below;

(e) neither the Client nor any Attendee is permitted to change, copy, reproduce, re-publish, upload, post, transmit or distribute in any way any part of the Course or otherwise deal with the Course other than as set out in clause 6.3 below.  Any use of the Course not permitted in these Conditions is strictly prohibited, and such use will constitute an infringement of the copyright and/or other Intellectual Property Rights in the Course which are owned by Industry of Us.

4.3 If Industry of Us'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):

(a) without limiting or affecting any other right or remedy available to it, Industry of Us 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 Industry of Us's performance of any of its obligations;

(b) Industry of Us shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Industry of Us's failure or delay to perform any of its obligations as set out in this clause 4.2; and

(c) the Client shall reimburse Industry of Us on written demand for any costs or losses sustained or incurred by Industry of Us arising directly or indirectly from the Client Default.

5. Charges and payment

5.1 The Charges for the Services shall be as set out in the Proposal, and shall be payable as follows (unless stated otherwise in the Proposal):

(a) 30% of the Charges shall be payable on or before the Commencement Date;

(b) The balance of the Charges shall be payable in the amounts and at the intervals stated in the Proposal.

5.2 Where the Proposal includes costs estimates only, this will be clearly stated in the Proposal and the amount of the estimates will be reviewed and confirmed in writing with the Client before Industry of Us supplies the next phase of the Services. Without prejudice to its rights under clause 9 and without affecting any other right or remedy available to it, in the event that the Client does not agree to the Charges proposed by Industry of Us following such an estimate, then Industry of Us shall have the right to:

(a) terminate the Contract with immediate effect by written notice to the Client; and

(b) charge the Client on a time and materials basis for all Services provided up to and including the date of such notice to terminate, such charges to be paid by the Client in accordance with clause 5.5 below.

5.3 Industry of Us shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom Industry of Us engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of any materials required by Industry of Us for the performance of the Services.

5.4 Industry of Us shall invoice the Client:

(a) in respect of the Charges referred to in clause 5.1 above, as set out in that clause or the Proposal (as the case may be); and

(b) in respect of any expenses referred to in clause 5.3 above, at the end of each calendar month and in arrears.

5.5 The Client shall pay each invoice submitted by Industry of Us:

(a) within 30 days of the date of the invoice; and

(b) in full and in cleared funds to a bank account nominated in writing by Industry of Us, and

time for payment shall be of the essence of the Contract.

5.6 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 Industry of Us to the Client, the Client shall, on receipt of a valid VAT invoice from Industry of Us, pay to Industry of Us 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.

5.7 If the Client fails to make a payment due to Industry of Us under the Contract by the due date, then, without limiting Industry of Us's remedies under clause 9, 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 5.7 will accrue each day at 5% a year above the Bank of England's base rate from time to time, but at 5% a year for any period when that base rate is below 0%.

5.8 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).

6. Intellectual property rights

6.1 In relation to those Services which consist of training and / or the provision of Courses to the Client (for the purposes of this clause 6 only, the Training Services), clauses 6.2 to 6.5 inclusive shall apply. In relation to all other Services (for the purposes of this clause 6 only, the Consultancy Services), clauses 6.6 to 6.9 inclusive shall apply.

6.2 Training Services. All Intellectual Property Rights in or arising out of or in connection with the Training Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by Industry of Us.

6.3 Training Services. Industry of Us grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free and perpetual licence to copy and modify the Deliverables (excluding materials provided by the Client) for the purpose of receiving and using the Training Services and the Deliverables in its business.

6.4 Training Services. The Client shall not sub-license, assign or otherwise transfer the rights granted in clause 6.3.

6.5 Training Services. The Client grants Industry of Us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to Industry of Us for the term of the Contract for the purpose of providing the Training Services to the Client.

6.6 Consultancy Services. Subject to receipt in full and in cleared funds of all sums due from the Client to Industry of Us pursuant to the Contract, Industry of Us hereby assigns to the Client all existing and future Intellectual Property Rights in the Consultancy Services and the Deliverables (other than Industry of Us’s Background Intellectual Property), and all materials embodying these rights to the fullest extent permitted by law.  Insofar as they do not vest automatically by operation of law or under this agreement, Industry of Us holds legal title in these rights on trust for the Client.

6.7 Consultancy Services. All Background Intellectual Property is and shall remain the exclusive property of the party owning it and nothing in these Conditions shall operate to transfer any Background Intellectual Property of one party to the other.

6.8 Consultancy Services. Industry of Us grants to the Client a perpetual, irrevocable, royalty-free, non-exclusive, worldwide licence, with a right to sub-licence to any third party, to use Industry of Us's Background Intellectual Property for any purpose relating to the business of the Client.

6.9 Consultancy Services. For the term of this agreement, the Client grants to Industry of Us a royalty-free, non-exclusive, limited licence in the UK to use the Client's Background Intellectual Property for the sole purpose of providing the Consultancy Services.    

7. Data protection

7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 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 7, Applicable Laws means (for so long as and to the extent that they apply to Industry of Us) 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 Data Protection Legislation from time to time in force in the UK and any other law that applies in the UK.

7.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the controller and Industry of Us is the processor.

7.3 Without prejudice to the generality of clause 7.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Industry of Us for the duration and purposes of the Contract.

7.4 Without prejudice to the generality of clause 7.1, Industry of Us shall, in relation to any personal data processed in connection with the performance by Industry of Us of its obligations under the Contract:

(a) process that personal data only on the documented written instructions of the Client unless Industry of Us is required by Applicable Laws to otherwise process that personal data. Where Industry of Us is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, Industry of Us shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Industry of Us from so notifying the Client;

(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client, 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 (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and

(d) 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:

(i) the Client or Industry of Us has provided appropriate safeguards in relation to the transfer;

(ii) the data subject has enforceable rights and effective legal remedies;

(iii) Industry of Us complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

(iv) Industry of Us complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the personal data;

(e) 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;

(f) notify the Client without undue delay on becoming aware of a personal data breach;

(g) at the written direction of the Client, delete or return personal data and copies thereof to the Client on termination of the agreement unless required by Applicable Law to store the personal data; and

(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 7 and allow for audits by the Client or the Client's designated auditor and immediately inform the Client if, in the opinion of Industry of Us, an instruction infringes the Data Protection Legislation.

7.5 Industry of Us shall not engage or authorise any third party to process Personal Data under the Contract unless:

(a) it has obtained the prior written consent of the Client (which may be granted or withheld in the Client's sole discretion) before transferring the Personal Data to any third party in connection with the Contract; and

(b) the third party in question has either entered into a direct contract with the Client or a contract with Industry of Us which incorporates the provisions equivalent to those in the Contract in relation to confidentiality, data protection and security; and

(c) where a third party sub-processor is appointed pursuant to this clause 7.5, Industry of Us shall remain liable for the acts and omissions of that third party as if they were Industry of Us's own.

8. Limitation of liability:

The client’s attention is particularly drawn to this clause.

8.1 Industry of Us has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £1,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover Industry of Us has been able to arrange, and the Client is responsible for making its own arrangements for the insurance of any excess loss.

8.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

8.3 Subject to clause 8.2, Industry of Us's total liability to the Client shall not exceed £1,000,000. Industry of Us's total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract and / or the supply of the Services.

8.4 Subject to clause 8.2, the following types of loss are wholly excluded by the parties:

(i)       Loss of profits.

(ii)      Loss of sales or business.

(iii)     Loss of agreements or contracts.

(iv)     Loss of anticipated savings.

(v)      Loss of use or corruption of software, data or information.

(vi)     Loss of or damage to goodwill.

(vii)   Indirect or consequential loss.

8.5 Industry of Us has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

8.6 In no circumstances will Industry of Us be liable (whether in contract, tort (including negligence), breach of statutory duty, or otherwise), for any losses, damages, costs or expenses arising under or in connection with the Contract and / or the supply of the Services which arises from any materials, information or instructions provided by the Client to Industry of Us which are incomplete, inaccurate or out of date, or which is due to those materials, information or instructions being provided late or not at all.

8.7 Unless the Client notifies Industry of Us that it intends to make a claim in respect of an event within the notice period, Industry of Us shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of its having grounds to make a claim in respect of the event and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

8.8 This clause 8 shall survive termination of the Contract.

9. Termination

9.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party two months' written notice. Industry of Us shall have the right to charge the Client on a time and materials basis for all Services provided up to and including the date of such notice to terminate (regardless of which party terminates), such charges to be paid by the Client in accordance with clause 5.5 above.

9.2 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:

(a) 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 30 days of that party being notified in writing to do so;

(b) 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) 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

(d) 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.

9.3 Without affecting any other right or remedy available to it, Industry of Us 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 on the due date for payment.

9.4 Without affecting any other right or remedy available to it, Industry of Us may suspend the supply of Services under the Contract or any other contract between the Client and Industry of Us 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 9.2(b) to clause 9.2(d), or Industry of Us reasonably believes that the Client is about to become subject to any of them.

10. Consequences of termination

10.1 On termination of the Contract:

(a) the Client shall immediately pay to Industry of Us all of Industry of Us's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Industry of Us shall submit an invoice, which shall be payable by the Client immediately on receipt;

(b) the Client shall return all of Industry of Us Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then Industry of Us may enter the Client's premises 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.

10.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

11. General

11.1 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.

11.2 Assignment and other dealings.

(a) Industry of Us 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.

(b) 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 Industry of Us.

11.3 Confidentiality.

(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, clients, customers, sub-contractors, suppliers or service providers of the other party, except as permitted by clause 11.3(b).

(b) Each party may disclose the other party's confidential information:

(i) 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 11.3; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

11.4 Entire agreement.

(a) 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.

(b) 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.

(c) Nothing in this clause shall limit or exclude any liability for fraud.

11.5 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).

11.6 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.

11.7 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 shall not affect the validity and enforceability of the rest of the Contract.

11.8 Notices.

(a) Any notice or other communication 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.

(b) Any notice or communication shall be deemed to have been received:

(i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and

(ii) 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 at the time recorded by the delivery service; and

(iii) 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 11.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c) This clause 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.

11.9 Third party rights.

(a) 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.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

11.10 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.

11.11 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.