Terms & Conditions,

CONTENTS

_________________________________________________________

CLAUSE

1. Interpretation………………………………………………………………………………………………………. 3
2. Commencement and duration……………………………………………………………………………….. 5
3. Appointment of the Provider………………………………………………………………………………….. 5
4. Provider’s general obligations……………………………………………………………………………….. 5
5. Customer’s obligations…………………………………………………………………………………………. 6
6. Provider’s warranty………………………………………………………………………………………………. 6
7. Customer’s warranties………………………………………………………………………………………….. 6
8. Facility………………………………………………………………………………………………………………… 6
9. Handling of Goods……………………………………………………………………………………………….. 6

9.2      Removal of Goods……………………………………………………………………………………………. 7

10. Compliance with laws and policies……………………………………………………………………… 7
11. Charges………………………………………………………………………………………………………….. 7
12. Invoicing and payment………………………………………………………………………………………. 8
13. Risk and damage to the Goods………………………………………………………………………….. 8
14. Access…………………………………………………………………………………………………………….. 9
15. Insurance………………………………………………………………………………………………………… 9
16. Customer’s indemnities…………………………………………………………………………………….. 9
17. Data protection……………………………………………………………………………………………….. 10
18. Termination……………………………………………………………………………………………………. 12
19. Consequences of termination and survival………………………………………………………… 13
20. Dispute resolution procedure……………………………………………………………………………. 13
21. Confidentiality………………………………………………………………………………………………… 14
22. Force majeure………………………………………………………………………………………………… 14
23. General…………………………………………………………………………………………………………. 16

SCHEDULE

Schedule 1       Facility …………………………………………………………………………….23

Schedule 2       Charges …………………………………………………………………………..24

PARTIES

• Storethelot Limited t/a www.storethelot.com incorporated and registered in England and Wales whose registered office is at 130 Old Street London EC1V 9BD (Provider)
• (Customer)

BACKGROUND

• The Provider is in the business of providing storage facilities.
• The Customer agrees to obtain and the Provider agrees to provide the Services on the terms of this agreement.

AGREED TERMS

1. Interpretation

The following definitions and rules of interpretation apply in this agreement.

• Definitions:

• Applicable Laws: the laws of England and Wales and any other laws or regulations, regulatory policies, guidelines or industry codes which apply to the Goods or the provision of the Services.
• Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
• Change: an amendment to:
  1. the scope, nature, volume or execution of the Services under this agreement; or
  2. any other term or schedule of this agreement.
• Confidential Information: any information, which by its nature is confidential, concerning the business, affairs, customers, or suppliers of the other party .
• Consents: all permissions, consents, approvals, certificates, permits, licences, agreements and authorities (whether statutory, regulatory, contractual or otherwise) necessary for the provision of the Services on the terms of this agreement.
• Customer Materials: any equipment, tools, documents, information, items and materials, other than Goods, whether owned by the Customer or a third party, provided by the Customer to the Provider which are used directly or indirectly in the supply of the
• Dangerous Goods: has the meaning given in clause 1(c).
• Dispute Resolution Procedure: the procedure set out in clause 20 (Dispute Resolution Procedure).
• Facility: the Provider’s storage facility.
• Goods: goods delivered to the Provider (or its agent) for storage in the Facility following acceptance of a Storage Request.
• HMRC: HM Revenue & Customs.

Services: the storage facilities provided by the Provider in respect of the Goods, the scope of which is more particularly defined in the Services Specification, including services which are incidental or ancillary to such services.

• Storage Confirmation: the Provider’s confirmation of receipt of a consignment of Goods from the Customer or its agent.
• Storage Request: the Customer’s written request for a consignment of Goods to be stored at the Facility.
• VAT: value added tax [or any equivalent tax] chargeable in the UK [or elsewhere].
• Waste: has the meaning given in section 75 of the Environmental Protection Act 1990.
  • Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
  • A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  • The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
  • A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
  • A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in sections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of:
    • another person (or its nominee) by way of security or in connection with the taking of security; or
    • its nominee.
  • Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
  • Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
  • A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to
  • Unless expressly provided otherwise in this agreement, a reference to legislation or a legislative provision shall include all subordinate legislation made from time to
  • A reference to writing or written includes fax and
  • Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
  • References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.
  • 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.

2. Commencement and duration

This agreement shall commence on the Commencement Date and shall continue for a period of a minimum of one month unless terminated earlier in accordance with clause 18 (Termination), until either party gives to the other party 7 days’ written notice to terminate.

3. Appointment of the Provider
   • The Customer shall appoint the Provider, and the Provider shall provide the Services to the Customer pursuant to the terms and conditions of this agreement.
4. Provider’s general obligations

The Provider shall

• provide storage facilities to the Customer ( “the Services”)
• provide such reasonable co-operation and information in relation to the Services as the Customer may reasonably require.
• subject to clause 3, clause 9.4, clause 12.4 and do nothing to prejudice the Customer’s title or rights to the Goods;
• obtain, maintain and comply with all Consents;
• allocate sufficient resources to enable it to provide the Services in accordance with the terms of this agreement;
• appoint a manager for the Services. That person shall have the authority to contractually bind the Provider on matters relating to the Services (including by signing Change Control Notes);

5. Customer’s obligations
   • Before Delivery of Goods the Customer shall ensure that none of the goods shall constitute Waste ,Hazardous or Dangerous Goods or any Illegal Substances.
6. Provider’s warranty

The Provider warrants on an ongoing basis that it has the right to use the Facility for the purpose of storing the Goods.

7. Customer’s warranties
   • The Customer warrants on an ongoing basis that:
     • it has supplied to the Provider all material information relating to its requirements for the Services which has been reasonably requested by the Provider;
     • it is either the owner of the Goods, or is authorised by the owner to store the Goods at the Facility on the terms of this agreement, and there are no restrictions on its right to store the Goods at the Facility on the terms of this agreement;
     • none of the Goods will constitute Waste or will be of a type that are or may become poisonous, corrosive, flammable, volatile, explosive or radioactive (Dangerous Goods).
8. Facility
   • The Provider shall provide the Facility.
   • The Customer.its agents and representatives may access the Facility at any time for the purpose of delivering, inspecting and removing the Goods.
   • The Customer shall ensure that when visiting the Facility its employees, agents and representatives shall:
     • comply with all rules and regulations issued from time to time by the Provider relating to the use and security of the Facility.

9. Handling of Goods
   • The Provider shall:
     • store the Goods in its possession separately from all other items held by the Provider so that they remain readily identifiable as the Customer’s property;
   • Removal of Goods
     • the Customer, or its agents and representatives, may remove some or all of the Goods at any time
     • the Provider may at any time by notice to the Customer by e.mail or phone require the removal of perishable Goods within two days.
   • If the Customer fails to remove any of the Goods as required by clause 2(b) the Provider shall be entitled to sell or otherwise dispose of all or some of the Goods which have not been removed by the end of the two-day period referred to in clause 9.2(b), as agent of the Customer and at the Customer’s expense and risk, and shall remit the proceeds of sale or disposal of such Goods to the Customer after deduction of all amounts due to the Provider from the Customer and the expenses incurred by the Provider for the sale or disposal of the Goods. The Provider shall not be liable for the price obtained for the sale or disposal of the Goods.
   • The Provider may at the Customer’s expense, remove or, if it thinks fit, destroy any Goods which in its reasonable opinion are or have become Dangerous Goods. Save in cases of emergency, the Provider shall not exercise this right without first giving the Customer a reasonable opportunity to inspect the Goods in question and, if the Customer so elects, to remove them itself.
10. Compliance with laws and policies
    • In performing its obligations under this agreement, the Provider shall comply with:
      • the Applicable Laws and the Provider will inform the Customer as soon as it becomes aware of any changes in those Applicable Laws; and
      • the Mandatory Policies.
    • Changes to the Services required as a result of changes to the Applicable Laws or the Mandatory Policies or the conditions of any Consents shall be agreed via the Change Control Procedure.
11. Charges
    • In consideration of the provision of the Services by the Provider, the Customer shall pay the Charges.
    • If the Customer transfers title or agrees to transfer title to any of the Goods while such Goods are in the Facility, the Customer shall continue to be responsible for payment of the Charges until the Goods are removed from the Facility.
    • All Charges are stated exclusive of VAT which shall be paid by the Customer at the rate and from time to time in the manner prescribed by law.
    • The Provider may increase the Charges on providing 30 days’ notice of the same to the Customer
12. Invoicing and payment
    • The Provider shall invoice the Customer monthly in advance
    • The Customer shall pay each undisputed invoice submitted to it by the Provider upon receipt to a bank account nominated in writing by the Provider from time to time.
    • The Customer shall pay a deposit of £25.00 to the Supplier at the commencement of this agreement for the key to the storage unit supplied by the Provider such sum to be refunded upon termination of this agreement and return of the said key to the Provider.
    • The Provider shall have a general and particular lien on the Goods in its possession as security for payment of all sums claimed by the Provider from the Customer. The Charges shall continue to accrue on any Goods detained under lien. If an invoice for the Charges is not paid in full on its due date for payment, the Provider may, without prejudice to its other rights and remedies, give notice in writing to the Customer of its intention to sell or otherwise dispose of some or all of the Goods in its possession if the amount outstanding is not paid in full within 7 days. If the amount due is not paid by the expiry of such period, the Provider may sell or otherwise dispose of some or all of the Goods in its possession, as agent of the Customer and at the Customer’s expense and risk, and shall remit the proceeds of sale or disposal of such Goods to the Customer after deduction of all amounts due to the Provider and the expenses incurred by the Provider for the sale or disposal of the Goods. The Provider shall not be liable for the price obtained for the sale or disposal of the Goods.
    • Where the Goods are liable to perish or deteriorate, the Provider’s right to sell or otherwise dispose of the Goods in clause 4 shall arise immediately upon any sum becoming due subject only to the Provider taking all reasonable steps to notify the Customer of its intention to sell or otherwise dispose of the Goods before doing so.
    • If the Customer fails to make any payment due under this agreement by the due date for payment, then, they 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 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
13. Risk and damage to the Goods
    • The Goods will at all times be stored at the Customer’s own risk.
14. Access
    • The Provider shall use its best endeavours allow the Customer access to the Facility at all times.
15. Insurance
    • It is the Customer’s own responsibility to keep the said goods insured at all times.
16. Customer’s indemnities
    • Subject to the Provider fulfilling all the conditions in this clause 16, the Customer shall indemnify the Provider against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Provider arising out of or in connection with:
      • any claim made against the Provider in respect of damage to property, death or personal injury arising out of or in connection with the storage or handling of any Goods which are Waste or Dangerous Goods;
      • any claim made against the Provider for interference with the rights of a third party arising out of or in connection with the storage or handling of any of the Goods.
    • The Customer’s liability under the indemnity in clause 1 is conditional on the Provider discharging the following obligations. If any third party makes a claim, or notifies an intention to make a claim, against the Provider that may reasonably be considered likely to give rise to a liability under this indemnity (Claim), the Provider shall:
      • as soon as reasonably practicable, give written notice of the Claim to the Customer, specifying the nature of the Claim in reasonable detail;
      • not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Customer;
      • give the Customer and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Provider, to enable the Customer and its professional advisers to examine them and to take copies (at the Customer’s expense to assess the Claim); and
      • be deemed to have given the Customer sole authority to avoid, dispute, compromise or defend the Claim.
    • Nothing in this clause 16 shall restrict or limit the Provider’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.
17. Data protection
    • The following definitions apply in this clause 17:
      • Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
      • Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.
      • Domestic Law: the law of the United Kingdom or a part of the United Kingdom.
    • Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 17 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
    • The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and the Provider is the Processor. sets out the scope, nature and purpose
    • Without prejudice to the generality of clause 2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Provider for the duration and purposes of this agreement.
    • Without prejudice to the generality of clause 2, the Provider shall, in relation to any Personal Data processed in connection with the performance by the Provider of its obligations under this agreement:
      • process that Personal Data only on the documented written instructions of the Customer unless the Provider is required by Domestic Law to otherwise process that Personal Data. Where the Provider is relying on Domestic Law as the basis for processing Personal Data, the Provider shall promptly notify the Customer of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits the Provider from so notifying the Customer;
      • ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, 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);
      • ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
      • not transfer any Personal Data outside of the UK unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
        • the Customer or the Provider has provided appropriate safeguards in relation to the transfer;
        • the Data Subject has enforceable rights and effective legal remedies;
        • the Provider complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
        • the Provider complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
      • assist the Customer, at the Customer’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;
      • notify the Customer without undue delay on becoming aware of a Personal Data Breach;
      • at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Domestic Law to store the Personal Data; and
      • maintain complete and accurate records and information to demonstrate its compliance with this clause 17
    • The Customer does not consent to the Provider appointing any third party processor of Personal Data under this agreement. as a third-party processor of Personal Data under this agreement. The Provider 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 17]and in either case which the Provider unndertakes reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and the Provider, the Provider shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 6.
    • Either party may, at any time on not less than 30 days’ notice, revise this clause 17 by replacing it with any applicable controller to processor standard clauses or similar terms adopted by the Information Commissioner or forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
18. Termination
    • The Customer may terminate this agreement upon providing 30 days written notice to the Supplier
    • Either party may terminate this agreement if
      • the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;
      • the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
      • the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986;
      • the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      • the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
      • a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) [other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      • an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party (being a company);
      • the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
      • a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
      • a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
      • any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 2(c) to clause 18.2(j) (inclusive);
      • the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
      • the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or
      • there is a change of Control of the other party.
    • For the purposes of clause 2(a), material breach means a breach (including an anticipatory breach) that is has a serious effect on the benefit which the terminating party would otherwise derive from:
      • a substantial portion of this agreement; or
      • any of the obligations set out in clause 7,

over the term of this agreement . In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.

• Without affecting any other right or remedy available to it, the Provider may terminate this agreement with immediate effect by giving written notice to the Customer if:
  • the Customer fails to pay any amount due under the agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment; or
  • any warranty given by the Customer in clause 7 (Customer’s warranties) is found to be untrue or misleading in any material respect

19. Consequences of termination and survival
    • If this agreement is terminated for any reason, the Customer shall be obliged to collect and remove all items placed in storage with the Provider within 24 hours. Should the Customer fail to do so the Provider will be at liberty to dispose of the same at its own discretion and the Customer will be responsible for all reasonable costs connected thereto.
20. Dispute resolution procedure
    • If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (Dispute), then the parties shall follow the procedure set out in this clause:
      • either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the Manager of each of the parties shall attempt in good faith to resolve the Dispute;
      • if the manager of the Customer and manager of the Provider are for any reason unable to resolve the Dispute within 14 days of it being referred to them, the parties agree to enter into mediation in good faith to settle the Dispute in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days of service of the Dispute Notice, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, referring the dispute to mediation. Unless otherwise agreed between the parties, the mediation will start not later than 14 days after the date of the ADR notice.
    • The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute under clause 12 (Jurisdiction), which clause shall apply at all times.
    • If the Dispute is not resolved within 14 days after service of the ADR notice, or either party fails to participate or ceases to participate in the mediation before the expiry of that 14 day period, or the mediation terminates before the expiry of that 14 day period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 12 (Jurisdiction) in this agreement.
21. Confidentiality
    • Each party undertakes it shall not at any time disclose to any person any Confidential Information, except as permitted by clause 2.
    • Each party may disclose the other party’s Confidential Information:
      • to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s Confidential Information comply with this clause 21; 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 exercise its rights and perform its obligations under or in connection with this agreement.
22. Force majeure
    • Force Majeure Event means any circumstance not within a party’s reasonable control including:
      • acts of God, flood, drought, earthquake or other natural disaster;
      • epidemic or pandemic;
      • terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
      • nuclear, chemical or biological contamination or sonic boom;
      • any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition[, or failing to grant a necessary licence or consent];
      • collapse of buildings, fire, explosion or accident; and
      • any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same Group as that party);
      • non-performance by suppliers or subcontractors (other than by companies in the same Group as the party seeking to rely on this clause); and
      • interruption or failure of utility service.
    • Provided it has complied with clause 4, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
    • The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.
    • The Affected Party shall:
      • as soon as reasonably practicable after the start of the Force Majeure Event and no later than 7 days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
      • use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
    • The Provider cannot claim relief if the Force Majeure Event is one where a reasonable service provider should have foreseen and provided for the cause in question, or if it is attributable to a failure by the Provider to comply with the provisions of the Disaster Recovery and Business Continuity Plan (unless such failure is also due to a Force Majeure Event affecting the operation of the Disaster Recovery and Business Continuity Plan).
    • If the Force Majeure Event prevents, hinders or delays the Provider’s performance of its obligations for a continuous period of more than 2, the Customer may terminate this agreement by giving 1weeks’ written notice to the Provider.
23. General
    • Entire agreement
      • This agreement 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 agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
    • Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

• Assignment and other dealings

Neither party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

• Waiver
  • A waiver of any right or remedy under this agreement 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 this agreement 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 this agreement 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 this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
  • If any provision or part-provision of this agreement is deemed deleted under clause 5(a) the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
• Notices
  • Any notice given to a party under or in connection with this agreement 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 clause.
  • Any notice or communication shall be deemed to have been received:
    • if delivered by hand 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
    • 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 6(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.
  • This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
  • A notice given under this agreement is not valid if sent by email.
• Third party rights
  • Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
  • The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.
• No partnership or agency
  • Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other.
  • Each party confirms it is acting on its own behalf and not for the benefit of any other person.
• Counterparts
  • This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
  • Transmission of an executed counterpart of this agreement (but for the avoidance of doubt not just a signature page) (in PDF, JPEG or other agreed format) shall take effect as the transmission of an executed “wet-ink” counterpart of this agreement.
  • No counterpart shall be effective until each party has provided to the others at least one executed counterpart.
• Conflict

If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.

• Governing law

This agreement 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 this agreement or its subject matter or formation.