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Interpretation
The following definitions and rules of interpretation apply in these Conditions:
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Definitions:
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 Customer for the supply of the Services in accordance with Clause 6 (Charges and payment).
Commencement Date has the meaning given in Clause 2.3.
Conditions these terms and conditions as amended from time to time in accordance with Clause 13.5.
Contract the contract between Process Envision and the Customer for the supply of Services in accordance with these Conditions and any applicable Quote, Statement of Work, Package, and Invoice.
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.
Customer the person or firm who purchases Services from Process Envision.
Customer Default has the meaning set out in Clause 4.2.
Data Controller has the meaning set out in section 1(1) of the Data Protection Act 2018.
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 mitigation, the privacy of electronic communications).
Intellectual Property Rights Intellectual Property Rights patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all appcations 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.
Package as set out in the Statement of Work.
Project Start Date the date on which Process Envision will begin to provide the Services to the Customer.
Services the business process management consultancy services, including any report produced for the Customer, supped by Process Envision to the Customer as set out in the Statement of Work and any relevant Package.
Statement of Work the description or specification of the Services provided in writing by Process Envision to the Customer.
Supplier/Process Envision Process Envision Limited is a company limited by shares registered in England and Wales with company number 13251447 at the address set out in the Statement of Work.
Supplier Materials has the meaning set out in Clause 4.1(g).
UK Data Protection Legislationall 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.
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Definitions:
- Interpretation:
- 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.
- 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.
- A reference to writing or written includes faxes.
Process Envision Terms and Conditions of Sale
These terms and conditions are updated periodically.
Last updated: 2nd September 2022
- Where the Customer wishes to purchase Services from Process Envision, it shall request that Process Envision issues a Statement of Work, which sets out the basis upon which Process Envision agrees to provide Services to the Customer in accordance with these Conditions and any relevant Package.
- The Customer’s acceptance of the Statement of Work constitutes an offer by the Customer to purchase Services in accordance with these Conditions and any relevant Package. Any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, are excluded.
- The Customer’s offer to purchase the Services on the basis set out in the Statement of Work shall only be deemed to be accepted when Process Envision issues confirmation to the Customer by phone, letter, email, or fax or raises an invoice as per the Statement of Work. The Contract shall be deemed to have come into existence with effect from the commencement date set out in the Statement of Work or, in the absence of such a date, the date of the first invoice raised (Commencement Date).
- Process Envision may raise an invoice, which unless stated otherwise shall be payable on receipt by the Customer once the Statement of Work has been agreed.
- Any samples, drawings, descriptive matter, or advertising issued by Process Envision, and any descriptions or illustrations contained in the Process Envision’s literature, catalogues, or brochures, are issued, or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
- These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- Any quotation given by Process Envision (whether set out in a Statement of Work or not) shall not constitute an offer and is only valid for a period of 30 Business Days from its date of issue.
- Process Envision shall supply the Services to the Customer in accordance with the Statement of Work in all material respects.
- Process Envision shall use all reasonable endeavours to meet any performance dates specified in Statement of Work, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
- Process Envision reserves the right to amend the Statement of Work 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 Process Envision shall notify the Customer in any such event.
- Process Envision warrants to the Customer that the Services will be provided using reasonable care and skill.
- Where necessary Process Envision may use trusted third-party sub-contractors to provide the Services.
- The Customer shall:
- ensure that the terms of the Statement of Work are complete and accurate before accepting it;
- co-operate with Process Envision and respond promptly to communications in all matters relating to the Services;
- provide Process Envision, its employees, agents, consultants, and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by Process Envision in connection with the provision of the Services;
- provide Process Envision with such information and materials as Process Envision may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
- 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;
- comply with all applicable laws, including health and safety laws and the data protection provisions in Clause 0; and
- keep all materials, equipment, documents, and other property of Process Envision (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to Process Envision, and not dispose of or use the Supplier Materials other than in accordance with Process Envision’s written instructions or authorisation.
- If Process Envision’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
- without limiting or affecting any other right or remedy available to it, Process Envision shall have the right to suspend performance of the Services immediately until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of all or any of its obligations in each case to the extent the Customer Default prevents or delays Process Envision’s performance of any of its obligations;
- Process Envision shall not be liable for any costs or losses sustained or incurred by the Customer arising indirectly from Process Envision’s failure or delay to perform any of its obligations as set out in this Clause 4.2; and
- the Customer shall reimburse Process Envision in full on written demand for any costs, expenses or losses sustained or incurred by Process Envision arising directly or indirectly from the Customer Default.
- In order to protect the legitimate business interests of Process Envision, the Customer covenants with Process Envision that it shall not directly or indirectly (except with the prior written consent of Process Envision):
- attempt to solicit or entice away; or
- solicit or entice away, from the employment or service of Process Envision the services of any Restricted Person other than by means of a national advertising campaign open to all-comers and not specifically targeted at such staff of Process Envision.
- The Customer shall be bound by the covenant set out in clause 5.1 during the term of this agreement, and for a period of 6 months after termination or expiry of this agreement.
- For the purposes of this clause 5, a Restricted Person shall mean any firm, company or person employed or engaged by Process Envision during the term of this agreement, who has been engaged in the provision of the Services or the management of this agreement either as principal, agent, employee, independent contractor or in any other form of employment or engagement.
- The Charges for the Services shall be calculated on an as quoted basis:
- the Charges shall be calculated in accordance with Process Envision’s daily fee rates, as set out in the quote or relevant Package;
- Process Envision’s daily fee rates for each individual are calculated based on an eight-hour day from 9.00 am to 5.00 pm worked on Business Days (or as otherwise agreed in the Statement of Work); and
- Process Envision shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Process Envision 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 Process Envision for the performance of the Services, and for the cost of any materials.
- Where Process Envision is providing services to a Customer through a third party who has the invoice with the Customer, then Process Envision may raise an invoice to the Customer for any expenses reasonably incurred by the individuals whom Process Envision 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 Process Envision for the performance of the Services, and for the cost of any materials.
- Process Envision shall invoice the Customer for services on completion of individual line items of the purchase order except for when special pricing is provided for upfront payment.
- In the event that the scope of the Services changes, Process Envision shall confirm this to the Customer and shall confirm the impact of any such change on the Charges.
- The Customer shall pay each invoice submitted by Process Envision:
- within the number of the days specified in the Statement of Work (and if no number of days is specified then no more than 14 days after the date of the relevant invoice); and
- in full and in cleared funds to a bank account nominated in writing by Process Envision, and time for payment shall be of the essence of the Contract.
- All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value-added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Process Envision to the Customer, the Customer shall, on receipt of a valid VAT invoice from Process Envision, pay to Process Envision such additional amounts in respect of VAT as are chargeable on the supply of the Services and expenses at the same time as payment is due for the supply of the Services.
- If the Customer fails to make a payment due to Process Envision under the Contract by the due date, then, without limiting Process Envision’s remedies under Clause 10, the Customer 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 6.7 will accrue each day at 7% a year above the Bank of England’s base rate from time to time.
- 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).
- In relation to all documents, information, items, and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to Process Envision in connection with the Services (Customer Materials), the Customer:
- and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials; and
- grants Process Envision a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of this agreement for the purpose of providing the Services to the Customer.
- The Customer:
- warrants that the receipt and use of the Customer Materials in the performance of this agreement by Process Envision, its agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party; and
- shall indemnify Process Envision in full against all liabilities, costs, expenses, damages and losses (including but not limited to 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 professional costs and expenses) suffered or incurred by Process Envision arising out of or in connection with any claim brought against Process Envision, 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, the receipt or use in the performance of this agreement of the Customer Materials.
- 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 the Supplier) 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.
- The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller, and the Supplier is the processor.
- Without prejudice to the generality of Clause 8.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable the Supplier’s lawful access to and transfer of the personal data for the duration and purposes of the Contract in connection with the Services.
- The Customer consents to the Supplier appointing Subcontractor as a third-party processor of Personal Data under the Contract. The Supplier confirms that it has entered or (as the case may be) will enter with the third party processor into a written agreement incorporating terms which are substantially similar to those set out in this Clause 8 and in either case which the Supplier confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this Clause 8.
- Either party may, at any time on not less than 30 days’ notice, revise this Clause 8 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).
- Process Envision has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £2 million. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange, and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
- Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation; or
- breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
- Subject to Clause 9.2, the Supplier’s total liability to the Customer in respect of all breaches of duty occurring within any contract year shall not exceed the cap.
- In Clause 9.3:
- the cap is the greater of £10,000 and Eighty percent (80.0%) of the total charges in the Statement of Work in relation to which the breaches occurred.
- a contract year means a 12-month period commencing with the Commencement Date or any anniversary of it;
- the total charges mean all sums paid by the Customer and all sums payable under the Contract in respect of goods and services actually supplied by the Supplier, whether or not invoiced to the Customer; and
- the Supplier’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.
- This Clause sets out specific heads of excluded loss and exceptions from them:
- Subject to Clause 9.2, the types of loss listed in Clause 9.5 are wholly excluded by the parties, but the types of loss and specific losses listed in Clause 9.5 are not excluded.
- If any loss falls into one or more of the categories in Clause 9.5 and also falls into a category, or is specified, in Clause 9.5, then it is not excluded.
- The following types of loss are wholly excluded:
- Loss of profits
- Loss of sales or business
- Loss of agreements or contracts.
- Loss of anticipated savings.
- Loss of use or corruption of software, data, or information.
- Loss of or damage to goodwill.
- Indirect or consequential loss.
- The following types of loss and specific loss are not excluded:
- Sums paid by the Customer to the Supplier pursuant to the Contract, in respect of any Services not provided in accordance with the Contract.
- Wasted expenditure.
- Additional costs of procuring and implementing replacements for, or alternatives to, Services not provided in accordance with the Contract. These include but are not limited to consultancy costs, additional costs of management time and other personnel costs, and costs of equipment and materials.
- Losses incurred by the Customer arising out of or in connection with any third-party claim against the Customer which has been caused by the act or omission of the Supplier. For these purposes, third-party claims shall include but not be limited to demands, fines, penalties, actions, investigations, or proceedings, including but not limited to those made or commenced by subcontractors, the Supplier’s personnel, regulators, and customers of the Customer.
- Professional Services
- Without affecting any other right or remedy available to it, Process Envision may terminate the Contract:
- By giving the Customer no less than [5 Business Days] written notice prior to the Project Start Date.
- If the Customer fails to pay any amount due under the Contract on the due date for payment.
- There is a change of control of the Customer.
- Without affecting any other right or remedy available to it, Process Envision may terminate the Contract:
- Without affecting any other right or remedy available to it, the Customer may terminate the Contract prior to the Project Start Date by giving written notice to Process Envision.
- If the Customer gives notice to terminate the Contract under Clause 10.2, Process Envision (at its sole discretion) may charge the Customer as follows depending on the length of notice given:
- Without affecting any other right or remedy available to it, either party may terminate the Contract by giving no less than 14 Business Days written notice if:
- 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;
- 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; or
- 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.
- Without affecting any other right or remedy available to it, Process Envision may suspend the supply of Services under the Contract or any other contract between the Customer and Process Envision if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in Clause 10.4 or Process Envision reasonably believes that the Customer is about to become subject to any of them.
Days’ notice given by the Customer before the Project Start Date | Charges payable by the Customer |
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More than 4 weeks | At Process Envision’s discretion |
Less than 4 weeks but more than 14 days | 50% |
Less than 14 days or after the Project Start Date | 100% |
- Without affecting any other right or remedy available to it, Process Envision may terminate the Contract:
- By giving the Customer no less than [5 Business Days] written notice prior to the Project Start Date.
- If the Customer fails to pay any amount due under the Contract on the due date for payment.
- There is a change of control of the Customer.
- be hosted by default in the UK in accordance with Triaster’s Service level agreements for hosting. A copy is available on request. Process Envision are an authorised reseller of Triaster Products
- be restricted to small businesses. A small business is defined as an organisation with up to 40 office based workers and up to 60 remote/field based workers. If an organisation is subject to a merger or acquisition, and the number of workers exceeds 100, upon renewal, the organisation shall no longer be eligible for a Process Envision Hosted server and will need to migrate to a full Triaster solution. Data can be ported across to the new environment by Triaster.
- have a Process Envision domain name, and will be on an exclusive server
- have either ‘Basic Authentication’ or ‘No authentication’ as standard. Basic authentication is defined as a username and password. No Authentication is defined as an open server and any user with the URL can view the contents. Administration functions will be access controlled within the Triaster software with a specific username and password. Single Sign On (SSO) using WSFederation is available at an additional charge.
- be supported by Process Envision – no direct support from Triaster will be provided. In the event of a service outage or techical issue a support ticket will be raised by Process Envision directly with Triaster on the customers behalf
- 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;
- 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; or
- 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.
- Without affecting any other right or remedy available to it, Process Envision may suspend the supply of Services under the Contract or any other contract between the Customer and Process Envision if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in Clause 10.4 or Process Envision reasonably believes that the Customer is about to become subject to any of them.
- On termination of the Contract:
- the Customer shall immediately pay to Process Envision all of Process Envision’s outstanding unpaid invoices and interest and reimburse Process Envision for all expenses incurred to date by Process Envision and, in respect of Services supplied but for which no invoice has been submitted, Process Envision shall submit an invoice, which shall be payable by the Customer immediately on receipt;
- the Customer shall return all of Process Envision Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then Process Envision may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safekeeping and will not use them for any purpose not connected with the Contract.
- 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.
- 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.
- If the Customer gives notice to cancel or postpone a workshop, Process Envision (at its sole discretion) may charge the Customer as follows depending on the length of notice given:
Circumstances | Penalty |
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If you cancel 14 or more working days prior to the day on which the event is to be held | No charge |
If you cancel 5 or more but less than 14 working days prior to the day on which the event is to be held | 50% of day rate |
If you cancel less than 5 working days prior to the day on which the event is to be held | 100% day rate |
If you cancel hourly services (e.g. project support calls or telephone workshops, etc.) 7 or more working days prior to the day on which the event is to be held | No charge |
If you cancel hourly services (e.g. project support calls or telephone workshops, etc.) 6 or less working days prior to the day on which the event is to be held or do not attend the call | 100% hourly rate |
- 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 for a continuous period of one month.
- Assignment and other dealings:
- Process Envision 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.
- The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Process Envision.
- Confidentiality.
- Each party undertakes that it shall not at any time 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.
- Each party may disclose the other party’s confidential information:
- 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
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
- Entire agreement.
- 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.
- Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
- Nothing in this clause shall limit or exclude any liability for fraud.
- 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).
- 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 default. 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.
- 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.
- Notices.
- 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 fax to its main fax number.
- Any notice or other communication shall be deemed to have been received:
- if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
- 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; or
- if sent by fax, 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 13.8, business hours mean 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
- 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.
- Third party rights.
- Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
- The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
- 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.
- 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.