These General Terms of Business apply to the delivery of services by Nebula Labs Limited to a client pursuant to a proposal and/or specification sheet enclosing these General terms of Business and recording the engagement. (“the Proposal Documents”)
1 DEFINITIONS
1.1 The meanings of the following words and phrases which are widely used in these General Terms of Business shall be as set out below:
“Additional Services” shall have the meaning ascribed to it in clause 6.2.
“Acceptance Tests” such acceptance tests (if any) as may be specified in the Proposal Documents to test compliance of any website developed by us with any specification set out in the Proposal Documents.
“Proofs” means any initial concept screens, proofs, prototypes, drawings, visuals or any other draft materials or information supplied by us (whether screen based, print or any other medium) in connection with the Services.
“Client Materials” means any information, data, plans, photographs, images, drawings, video or any other documents or multimedia (whether in a tangible or non-tangible form) supplied to us by you or by any third party on your behalf.
“IP Rights” patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or 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.
“Supplier Materials” means any information, data, plans, photographs, images, drawings, video, proprietary software or any other documents or multimedia (whether in a tangible or non-tangible form) provided or utilized by us. It also includes any work, knowledge, experience and skills of general application owned by us prior to our engagement with you or gained through performing the Services, but not including, for the avoidance of doubt, the Client Materials. “Other Beneficiaries” means any and each person or organisation identified in the Proposal Documents (other than you) as a beneficiary of the Services and any product thereof.
“Project Deliverables” means any product developed by us in relation to the Services in a tangible form, including (but not limited to), artwork photographs, images, plans, drawings, visualisations, advertising copy, computer software and any other documents or materials in any format but excluding any Source Code.
“Services” means the services or goods to be delivered by us under the Proposal Documents (including (but not limited to) the services that are set out in the specification sheet).
“Services Contract” means these General Terms of Business and the Proposal Documents, together with any documents or other terms applicable to the Services (“Additional Terms”) to which specific contractual reference is made in the Proposal Documents;
“Source Code” means the source code of the software to which it relates, in the language in which the software was written, together with all related flow charts and technical documentation containing sufficient information for the proper use and maintenance of the relevant software
“we” “us” or “our” means Nebula Labs Limited.
“you” and “your” (and derivatives) means the addressee (or addressees) of the Proposal Documents and, in the case of a company, is deemed to include any new holding company of such company.
1.2 Words and expressions defined in the Proposal Documents shall, except where otherwise provided or expressly defined above, have the same meaning in these General Terms of Business and any provisions contained in the Proposal Documents dealing with construction or interpretation shall, except where otherwise provided, apply as if expressly set out herein.
1.3 The Proposal Documents shall set out the Services to be delivered by us and associated matters. These General Terms of Business shall be subject to variation if required in the Proposal Documents.
1.4 The commencement of the Engagement is from the date you first instructed us to provide services to you. These General Terms of Business override any prior agreement or any terms and conditions or similar provisions contained or referred to in any correspondence between us or any course of dealing between us. All future dealings between us shall be on these General Terms of Business unless otherwise expressly agreed by us in writing.
1.5 Each term (or part of a term) in these General Terms of Business shall be construed separately. If any part of these General Terms of Business is unenforceable or invalid, that shall not affect the validity or enforceability of any of the other General Terms of Business.
1.6 Unless otherwise agreed in writing you alone will be our client and your subsidiaries, shareholders and directors will not be considered to be our client.
1.7 Where our engagement is with a company, we will only provide the Services to the directors of the relevant company in their capacity as directors and not in their capacity as shareholders of the relevant company. We will not represent any other party in the matter unless we specifically agree to do so in writing.
1.8 These General Terms of Business may not be varied, amended or extended except by each of us in writing.
2 CUSTOMER CO-OPERATION
You acknowledge that our ability to provide the Services is dependent upon your full and timely co-operation (which you agree to provide), as well as the accuracy and completeness of the design specifications and any information and data you provide to us. Accordingly, you shall provide us with
(a) responses and input to any information or feedback we reasonably request from you;
(b) access to, and use of, all information, data and documentation reasonably required by us;
in each case, for the performance of our obligations under the Services Contract.
3 PROJECT SCOPING SIGN OFF
3.1 Before undertaking any Services, we will endeavour to confirm with you the final scope and specification of the relevant Services, (including, but not limited to, scoping, confirming and clarifying any Services specified in the Proposal Documents) (“Scoping Sign Off”).
3.2 You will provide us with your written approval, approving the Scoping Sign Off. Before you do signify your approval we shall, subject to clause 3.3, make any minor adjustments to the Proposal Documents you request, should you require them.
3.3 Should you require substantive alterations and/or additions that go beyond the scope of the Proposal Documents, then we reserve the right to revise our initial cost estimate in accordance with clause 6.2 and any increased cost to our estimate shall be classed as Additional Services which shall be requested in accordance with clause 7 and charged by us (and be payable by you) separately at our then prevailing rates.
3.4 Following the amendments and/or alterations detailed in 3.24.2, we will provide you with final Proposal Documents incorporating your requested amendments and alterations. If satisfied, you will need to provide us with your written approval, approving the Scoping Sign Off, before any substantive design work can be undertaken by us.
3.5 In certain retainers, a substantive part of the Services we provide will encompass scoping services (for example scoping a functional specification in a software project). Such Services shall be chargeable regardless of whether you choose to continue or discontinue the project to which the scoping relates. In such retainers, ‘Scoping Sign Off’ shall mean confirming with you the final scope, specification and extent of our retainer with you. Nothing in this clause 3shall operate to release you from paying our Charges in connection with substantive scoping work undertaken by us (even if you do not decide to proceed with further work on the project following scoping, in which case, such Charges will be payable in accordance with clause 12.4(b).
4 DESIGN SIGN OFF
4.1 We will provide you with Proofs in order to enable you to approve the design of the relevant Services, (including but not limited to, the layout, appearance and design of any website or software application we may design for you as part of the Services we provide) (“Design Sign Off”).
4.2 You will provide us with your written approval, approving the Design Sign Off. Before you do signify your approval we shall, subject to clause 4.3, make any minor amendments you request free of charge, should you require them.
4.3 Should you require substantive alterations and/or additions to the Proofs that go beyond the scope of the Proposal Documents, then such amendments shall be classed as Additional Services which shall be requested in accordance with clause 7 and charged by us (and be payable by you) separately at our then prevailing rates.
4.4 Following the amendments and/or alterations detailed in 4.2, we will provide you with amended Proofs incorporating your requested amendments and alterations. If satisfied, you will need to provide us with your written approval, approving Design Sign Off, before any substantive work can be undertaken by us.
4.5 If you remain unsatisfied with the amendments, you can require a second round of substantive alterations and/or additions to the Proofs, subject to clause 4.3. We will provide a third and final proof to you for Design Sign Off. Any further amendments (of any nature) requested thereafter prior to Sign off shall be charged by us (and be payable by you) separately at our then prevailing rates.
5 FINAL SIGN OFF
5.1 Upon receipt of an approval of Design Sign Off, we shall release the Proofs for final production. Any additional work (including design work and/or amendments) required by you after Design Sign Off will be classed as Additional Services which shall be requested in accordance with clause 7 and charged by us (and be payable by you) separately at our then prevailing rates. For the avoidance of doubt, when producing a further quotation in connection with this clause, we shall be entitled to take into account subsequent costs arising as a result of suspending the Services to accommodate the changes.
5.2 Once we finish producing the Services, you will provide us with your written approval, approving the finalised Services (“Final Sign Off”). Following Final Sign Off we will release any website for website hosting or any print work for printing. Further amendments can be made but subject to clause 4.3.
6 OUR CHARGES
6.1 We shall render invoices in respect of the Services (and any Additional Services, where applicable) comprising fees, expenses, disbursements, outlays and VAT thereon (where appropriate) (“our Charges”). Details of our charges and any special payment terms set out in the Proposal Documents.
6.2 Our Charges may differ from estimates or quotations given in the Proposal Documents, which shall be provisional only. In particular, any services we shall provide to you which are not covered in the Proposal Documents (“Additional Services”) shall be requested in accordance with clause 7 and charged by us (and be payable by you) separately at our then prevailing rates.
6.3 In return for the delivery of the Services by us (and the delivery of any Additional Services, where applicable), you shall pay our Charges (without any right of set off) on presentation of our invoice or at such other time as may be specified in the Proposal Documents.
6.4 We reserve the right to submit invoices to you at reasonable intervals or whenever we deem appropriate having regard to the Services Contract.
6.5 Unless we shall specify otherwise in writing, you shall pay any invoices rendered by us in full and in cleared funds within 30 days of the date of invoice. Payment shall be made to the bank account nominated in writing by the Company. Time of payment is of the essence.
6.6 If you fail to make any payment due to us under the Service Contract by the due date for payment, then, without limiting our remedies under clause 12, we may charge you interest on the overdue amount at the rate of 5% per annum above HSBC Bank plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You shall pay the interest immediately on demand by us.
6.7 Notwithstanding clause 6.5, we may in the alternative claim interest at our discretion under the Late Payment of Commercial Debts (Interest) Act 1998
6.8 In the event you dispute our Charges, you will notify us within 7 days of receipt of the relevant invoice as to any amount in such Charges that may be in dispute and you shall pay any undisputed amount within such 30 day period. You agree with us that any right to dispute our Charges after the expiry of the 7 day period stipulated shall be irrevocably waived by you.
6.9 If any request for payment of our Charges is not met on time or if you fail to provide information or Client Materials when reasonably requested, we may cease further work on that matter and any other matter being handled by us for you or any person associated with you. In such circumstances we accept no liability for the effects of any delays.
6.10 Where there is more than one client set out in the Proposal Documents in respect of the Services, unless provision is made in the Proposal Documents for payment of our Charges by one of you or by a third party, all of your shall each be fully liable separately to pay our Charges as well as being so liable together as a group and we shall be entitled to call upon any of you and all of you for payment in full.
6.11 The existence of any agreement between us and another person that our Charges will be paid by that other person will not absolve you from discharging all your obligations to us including payment of all our Charges.
6.12 All our Charges are payable in pounds sterling. Monies paid other than in pounds sterling will be converted into sterling at the then prevailing rate and we may make a reasonable charge for this.
7 PROVISION OF ADDITIONAL SERVICES
7.1 You may, by giving us written notice, at any time during the term of this agreement, request a change to the Services.
7.2 Within seven working days of receipt of such notice, we shall, at our standard rates then in force, prepare for you a written quote for any increase or decrease in the Charges, and of any effect that the requested change would have on any agreed timescale or completion date.
7.3 Within 7 working days of receipt of the written quote referred to in clause 7.2, you shall inform us in writing of whether or not you wish the requested change to be made. If the change is required, we shall not make the requested change until the parties have agreed in writing or by email any changes to the Charges and any agreed timescale or completion date.
8 DEVELOPMENT AND ACCEPTANCE OF WEBSITES, SYSTEMS OR APPLICATIONS
8.1 Where we design and develop a website, software application or other provide any other kind of software coding or programming service (“Programming Projects”) as part of the Services, we may run Acceptance Tests at such junctures as we may specify in the Proposal Documents.
8.2 Acceptance of the relevant Programming Project shall occur when the relevant Programming Project has passed the Acceptance Tests. We shall notify you when the tests have been passed.
8.3 If any failure to pass the Acceptance Tests results from a defect which is caused by any of your acts or omissions, or by a third party for whom we have no responsibility (Non-Supplier Defect), the relevant Programming Project shall be deemed to have passed the Acceptance Tests notwithstanding such Non-Supplier Defect. We shall provide assistance reasonably requested by you in remedying any Non-Supplier Defect by supplying Additional Services which shall be requested in accordance with clause 7 and charged by us (and be payable by you) separately at our then prevailing rates.
8.4 Once we finish producing the Programming Project, you will provide us your written approval, approving the Final Sign Off. If you do not supply us with Final Sign Off, Final Sign Off of a Programming Project shall be deemed to have taken place upon the occurrence of any of the following events:
(a) you use any part of the relevant Programming Project (or any product of the same for any purposes other than for testing or to provide any services to third parties other than for test purposes; or
(b) you unreasonably delay the start of the relevant Acceptance Tests or any retests for a period of seven working days from the date on which we are ready to commence running such Acceptance Tests or retests.
8.5 After Final Sign Off (whether written or deemed), we will endeavour to fix any defects that become apparent in a Programming Project during the first 2 months following such Final Sign Off free of charge (provided that such defects are directly attributable to our own acts or omissions). In any other case, we will repair the defects but such work shall be classed as Additional Services which shall be requested in accordance with clause 7 and charged by us (and be payable by you) separately at our then prevailing rates.
9 SEARCH ENGINE OPTIMISATION SERVICES
9.1 If we agree to provide search engine optimisation services (“SEO Services”) as part of the Services, then the provisions of this clause 8.5 shall apply.
9.2 We shall not be liable to you or to any person whether in contract, tort or otherwise for temporary fluctuations in listings with the search engine optimisation programming package that occur during changes to search engine algorithms.
9.3 We cannot guarantee an increase in traffic to the site nor an improved ranking of the site as a result of providing any SEO Services and we shall not be liable to you or to any person whether in contract, tort or otherwise for any failure to achieve the same.
9.4 You should give us advance notice of any proposed alterations to a website which has been subject to our SEO Services so that we can advise you on the likely impact of such alterations on the website’s search engine placements. In any event, we shall not be liable to you or to any person whether in contract, tort or otherwise for any effects that arise in connection with such alterations, [unless you contract with us to make such alterations to your website]. If you request us to rectify any problems, any such remedial actions will be classed as Additional Services which shall be requested in accordance with clause 7 and charged by us (and be payable by you) separately at our then prevailing rates.
9.5 You agree and undertake to us that you will not, at any time after receiving SEO Services, use techniques to achieve high listings including, but not limited to, cloaking, hidden text and keyword stuffing. You agree to indemnify us against any claims arising as a result of use of these techniques.
10 LIMITATION OF LIABILITY
10.1 We shall not be liable to you or to any person whether in contract, tort or otherwise for:
(a) any direct loss or damage suffered or incurred by you in relation to the Services provided by us unless, at the time that you used them, that loss was a reasonably foreseeable result of our negligence or failure to comply with these terms;
(b) any direct loss or damage suffered or incurred by you in relation to colour fidelity problems, display or resolution issues or any other issue in respect of the Proofs or the Services which are produced on the basis of such Proofs. You acknowledge that colours can vary between computers, monitors and print devices and colour fidelity cannot be guaranteed. You also acknowledge that performance can vary between computers and mobile devices and performance consistency cannot be guaranteed.
(c) indirect or consequential loss or damage (including, but not limited to, loss of profit, business, revenue, goodwill or anticipated savings);
(d) any liability arising as a result of any term implied by common law or statute, order, regulation or any other enactment;
10.2 Nothing in these General Terms of Business shall exclude:
(a) Our liability for death or personal injury arising from our negligence or that of our servants, agents or employees;
(b) any other liability which we are prohibited from excluding by law
10.3 In the particular circumstances of the Services set out in the Proposal Documents the aggregate liability to you and to Other Beneficiaries of each and all persons, in contact tort or otherwise, in respect of our professional services for any loss or damage suffered by you (or by any such other party) arising from or in connection with the Services, however the loss or damage is caused, including our negligence but not our fraud or other deliberate breach of duty shall be limited to the amount specified in the Proposal Documents, or if no amount is specified there, to £250,000.
10.4 We will not be liable (whether in contract, tort or otherwise) in respect of all and any claims brought by you against us to the extent that the matter giving rise to such claim is remediable and such matters shall have been remedied to your reasonable satisfaction within the period of 60 days following the date of service of notice by you on us of such claim.
10.5 Any advice, option, statement of expectation, forecast or recommendation supplied by us as part of the Services shall not amount to any form of guarantee that we have determined or predicted future events or circumstances.
11 CIRCUMSTANCES BEYOND OUR CONTROL
11.1 Neither party shall be in breach of their contractual obligations nor shall either party incur any liability if and to the extent that we may become unable to carry out all or any of our obligations under the Services Contract as a result of any event or matter beyond our reasonable control. By way of illustration and not of limitation, the following are considered as events beyond our reasonable control: strike, lock-out or other industrial dispute, public disorder, riot, revolution, mobilisation, hostilities, war (whether or not formally declared), epidemic, fire, earthquake, storm, flood and other acts of God, official regulations, orders, requirements or acts of government, governmental or administrative authority, transport difficulties, working difficulties, machine breakdowns, failure of supplies or other causes whether similar or not.
11.2 In the event of any such occurrence affecting one of us, then that one shall be obliged to notify as soon as is reasonably practicable the other, who shall have the option of suspending or terminating the operation of the Services Contract.
12 TERMINATION
12.1 Either of us can terminate the Service Contract or suspend its operation by giving prior written notice in writing to the other at any time provided that such notice shall expire no earlier than 3 months from the date you first instructed us to provide Services to you
12.2 We reserve the right to terminate or suspend performance of the Service Contract immediately on written notice if:
(a) You commit any serious breach of the Service Contract or fail to remedy to our satisfaction, within 7 days of receiving a written request to do so, any other breach of this Service Contract:
(b) You fail promptly to pay our invoices or any requested monies on account or if you fail to give us instructions as reasonably requested
(c) in the event that you, or any of your senior employees or staff, acting in an official capacity do anything or act which might reasonably be deemed to bring us or our products or business into disrepute or to damage in any way our public standing, goodwill, name or reputation.
(d) in the event that you, or any of your senior employees or staff, acting in an official capacity do anything or act which is unlawful or unethical.
12.3 This agreement shall terminate immediately without notice if:
(a) You suspend or cease trading or indicate that you intend to cease trading or become unable to pay your debts as they fall due;
or
(b) You have a receiver or liquidator appointed, or pass an effective resolution for winding up (except for the purpose of amalgamation, reconstruction or reorganization) or a court makes an order to that effect or a similar event occurs;
or
(c) distress or execution is levied against your property
12.4 On termination of this agreement under clauses 12.1, 12.2 and 12.3:
(a) Your right to receive the Services shall cease automatically
(b) You shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we may submit an invoice in respect of work carried out up to the date of termination (which shall be calculated in accordance with clause 12.5) which shall be payable by you immediately on receipt;
(c) each party shall immediately return to the other all property and materials containing Confidential Information (as defined in clause 13) belonging to the other;
and
(d) the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive shall not be affected
12.5 In calculating our Charges where termination occurs part way through a retainer we will calculate the Charges by multiplying the number of uncharged hours of work incurred by us (in carrying out Services on your behalf) by the relevant hourly rates specified in the Proposal Documents (or if no hourly rate is specified there, a default hourly rate of £70.
12.6 The following terms of these General Terms of Business shall survive expiry or termination of the Services Contract 10, 11, 12, 13, 14.1, 14.2, 16 and 17
13 CONFIDENTIALITY
13.1 It is agreed between the parties that:
(a) We may acquire sensitive information regarding your business and your affairs in the course of delivering the Services; and
(b) You may acquire sensitive information our business and our affairs in the course of receiving the Services; (In each case such information being, “Confidential Information”).
13.2 In relation to Confidential information each party shall adhere to the respective confidentiality restrictions imposed on them by any authority in the United Kingdom with whose requirements they are bound to comply, as well as any obligations imposed on them by English law
13.3 Each party shall be entitled to comply with any requirement of English law or with any authority in the United Kingdom with whose requirements they are bound to comply to disclose Confidential Information.
13.4 This clause shall not apply when Confidential Information properly enters the public domain.
13.5 This clause shall not prohibit our disclosure of Confidential Information where the disclosing party wishes to disclose it to their insurers or advisers, in which event they may do so in confidence only.
13.6 All Supplier Materials disclosed to you as part of the Services are strictly confidential and are issued on the understanding that they are for the use of the addressees only and are not to be discussed with, or shown to, any other party without our prior written consent.
14 OWNERSHIP AND USE
14.1 We shall at all times retain ownership of the IP Rights that subsist in the Supplier Materials and nothing contained in these General Terms of Business shall operate to pass ownership the same. Subject to clause 14.2, you shall retain ownership of any IP Rights that may subsist in the Client Materials. We shall retain ownership of the Project Deliverables and or any other product of the Services (whether tangible or non tangible) and all IP Rights subsisting in the same unless and until you discharge your obligations pursuant to clause 14.7.
14.2 You grant Nebula Labs a non-exclusive, irrevocable, world-wide, royalty free license to use the Client Materials to enable us to provide the Services to you. For the avoidance of doubt, where any Client Materials are modified and or altered by us, the IP Rights in the original Client Materials remain your property but IP Rights in the modifications and or alterations shall be our property subject to your full compliance with clause 14.7.
14.3 You warrant that any Client Materials and their use by us for the provision of the Services will not:
(a) infringe the IP Rights or any other rights of any third party;
(b) infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous) (“Inappropriate Content”); and you agree to fully indemnify us for any loss, damage, costs and expenses or other claims arising from the Client Materials either infringing IP Rights (or any other rights of any third party) or constituting Inappropriate Content.
14.4 We shall indemnify you against all damages, losses and expenses arising as a result of any action or claim that the Services infringes any IP Rights of a third party in the UK (other than infringements referred to in clause 14.3) and only where such action or claim is directly attributable to our negligence or default.
14.5 The indemnities in clauses 14.3 and 14.4 are subject to the following conditions:
(a) the indemnified party promptly notifies the indemnifier in writing of the claim;
(b) the indemnified party makes no admissions or settlements without the indemnifier’s prior written consent;
(c) the indemnified party gives the indemnifier all information and assistance that the indemnifier may reasonably require; and
(d) the indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim.
14.6 The indemnity in 14.4 may not be invoked to the extent that the action or claim arises out of our compliance with any designs, specifications or instructions you may provide or stipulate to us.
14.7 You shall acquire ownership of the Project Deliverables and or any other product of the Services (whether tangible or non tangible) and all IP Rights subsisting in the same on payment of every part of the Charges relating to the Services. For the avoidance of doubt you shall, on payment of every part of the Charges relating to the Services acquire ownership of any Source Code produced in connection to the Services. For the purposes of delivering services to you or other clients, we shall be entitled to use, develop and share knowledge, experience and skills of general application gained through performing the Services.
14.8 Where, as part of providing any Services we provide you with a licence of Supplier Materials, in the absence of written terms supplied by us, such license shall be non exclusive and revocable at any time on written notice. In respect of any software we shall license to you, you shall not, without prejudice to the generality of the forgoing:
(a) use, copy or transfer any such licensed software (or any part of it) except as expressly permitted by us in writing;
or
(b) alter, adapt, merge, modify or translate such licensed software (or any part of it) in any way for any purpose;
or
(c) reverse-engineer, disassemble or decompile such licensed software (or any part of it).
15 EMAIL COMMUNICATION
You should be aware that email communications may not be secure and may not be received by their addressees or with readable attachments. We cannot guarantee the security or confidentiality of information so transmitted. However the majority of our clients expect us to correspond by email. We will therefore correspond with you by email where appropriate. Please let us know in writing if you do not wish to use email.
16 DATA PROTECTION
16.1 Where necessary to enable us to deliver the Services, for such purposes we shall have your authority to process personal data on your behalf in accordance with this clause. When we do so, we shall take appropriate technical and organizational measures designed to protect against unauthorized use of personal data and against accidental loss or destruction of, or damage to personal data. In particular we shall act only on your instructions and comply with the seventh principle in Part 1 of Schedule 1 of the Data Protection Act 1998.
16.2 If you do not wish to receive information about us and our services, please notify us and we will ensure that your name is removed from our database for this purpose.
17 FILES AND DOCUMENTS
Documents may at our discretion be retained in storage on behalf of you for a reasonable period and thereafter may without notice to you be destroyed. If you wish to ensure retention of papers, you should make specific arrangements with us. We may charge for such a service.
18 WAIVER AND ASSIGNMENT
18.1 Our failure to exercise or enforce any rights available to us shall not be a waiver of any rights and does not prevent us enforcing the rights at a later date.
18.2 Neither party shall have the right to assign the benefit (or transfer the burden) of the Services Contract to another party without the written consent of the other.
19 NOTICES
Any notice to be given under the Services Contract shall be in writing and shall be delivered by pre-paid first class post (or pre-paid overseas equivalent) to our respective addresses as set out in the Proposal Documents (or such other address as may be notified in writing from time to time) The sender must prove that the notice was correctly sent. Unless there is evidence to the contrary, notices delivered shall be deemed to have arrived:
(a) When posted from and to addresses in the UK, on the second day after posting;
(b) When posted from and to addresses overseas, on the tenth day after posting.
20 ENTIRE AGREEMENT
The Services Contract sets out the entire understanding between the parties in connection with the services and supersedes any prior arrangements, understandings, agreements, statements or representations (unless made fraudulently) relating to the Services. In the event of any inconsistency between the Proposal Documents and any other elements of the Services Contract, the Proposal Documents shall prevail. In the event of any inconsistency with these General Terms of Business and Additional Terms that may apply, the Additional Terms shall apply.
21 THIRD PARTY RIGHTS
The Services Contract shall not create or give rise to, nor shall it be intended to create or give rise to, any third party rights. No third party shall have any right to enforce or rely on any provision of the Services Contract which does or may confer any right or benefit on any third party, directly or indirectly, expressly or impliedly. The application of any legislation giving or conferring on third parties contractual or other rights in connection with the Services Contract shall be excluded.
22 LAW & JURISDICTION
The Services Contract shall be subject to and shall be governed by English law and all disputes arising out of or in connection with the Services Contract or any related matters shall be subject to the exclusive jurisdiction of the English courts.
23 COMPLAINTS
Whilst we are confident that we will deal with all matters to your utmost satisfaction, if at any time you have a complaint or wish to make some comment about the service you have received, please would you discuss it in the first instance with the person with whom you usually deal. We will endeavour to deal with your complaint to your satisfaction. If however you are still unhappy about some aspect, please do not hesitate to communicate with our managing director, who will do his best to resolve it.
