Commercial Terms & Conditions

1. Application

 

These terms and conditions (“Terms”) shall apply to the supply and installation of EV Chargers by Charged Electric Vehicles Limited (company no. 12702971, with registered address Pinesgate, Lower Bristol Road, Bath BA2 3DP) (“Supplier”) to you (“Customer”). No other terms and conditions shall apply to the provision of the Services unless agreed upon in writing between the Supplier and the Customer.

 

2. Interpretation in these Terms

 

2.1 In these Terms, the following expressions have the following meanings:

 

“Applicable Laws”	means all laws, statutes, regulations, and similar instruments from time to time in force applicable to the Supplier, the Services, and to the Contract.
“Business Day”	means any day (other than a Saturday, Sunday or bank holiday) on which ordinary banks are open for business in London.
“Customer Materials”	means any and all information, documents, and other materials provided or otherwise made available by the Customer to the Supplier.
“Contract”	means the contract entered into between the Supplier and the Customer which governs the Services including the Quote, these Terms and any Special Terms.
“EV Charger(s)”	means an electrical vehicle charging point and any ancillary equipment described in the Quote (including the type and quantity detailed in the Quote) and provided by the Supplier under this Contract.
“Fees”	means the fees payable by the Customer to the Supplier in consideration of the Services as set out in the Quote (and any additional fees agreed between the parties in accordance with Clause 7).
“Installation”	means the installation of an EV Charger at any of the Customer’s premises by or on behalf of the Supplier in accordance with the Contract, and the words “Install” and “Installed” shall be construed accordingly.
“Intellectual Property Rights”	means patents, rights to inventions, copyright and related rights, moral rights, trade marks, service marks, business names, domain names, rights in get-up and trade dress, goodwill and the right to passing off actions, design rights, database rights, rights subsisting in software, rights to use confidential information and the right to protect the same, and any and all other intellectual property rights, whether registered or unregistered, including applications and the right to apply for (and be granted) renewals or extensions of, and rights to claim priority from, any such rights and any and all equivalent rights or other forms of protection subsisting now or in the future anywhere in the world.
“Services”	means the supply and/or installation of any EV Charger(s) by or on behalf of the Supplier, and any associated services described in the Quote, provided to the Customer.
“Special Terms”	means any terms and conditions agreed between the Supplier and the Customer which expressly are stated to vary the terms and conditions set out in these Terms and are signed by both the Supplier and the Customer.
“Quote”	means the quotation provided by the Supplier to the Customer for the provision of the Services including the job proposal provided with the quote.

 

2.2 A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that legislation or legislative 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 email. Headings are for convenience only and shall not affect their interpretation. Words imparting the singular number shall include the plural and vice-versa.

 

3. Services

3.1 In consideration of the Fees being paid in accordance with these Terms, the Supplier shall provide the Services to the Customer.

3.2 The Supplier shall use reasonable care and skill in its performance of the Services and shall ensure compliance with any and all Applicable Laws.

3.3 The parties agree that the times and dates for providing the services and/or referred to in a Quote are estimates only and time shall not be of the essence in respect of the provision of the Services under the Contract.

3.4 The Supplier reserves the right to amend the Services 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 the Supplier shall provide reasonable notice to the Customer in any such event.

3.5 If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall:

3.5.1 not be liable for any costs, charges or losses sustained or incurred by the Customer or any third party that arise directly or indirectly from such prevention or delay;

3.5.2 be entitled to payment of the Fees despite any such prevention or delay; and

3.5.3 be entitled to recover any additional costs, charges or losses the Supplier sustains or incurs that arise from such prevention or delay.

3.6 The Customer warrants and undertakes that it shall:

3.6.1 give reasonable advance written notice of the Supplier’s intention to isolate the supply to any tenants or other third-party occupiers of the Customer’s property. If requested by the Supplier, the Customer agrees to share a copy of such written notice with the Supplier; and

3.6.2 notify the Supplier about any vulnerable people living at the property who might be affected by the Supplier isolating the supply, for example anyone with a medical condition that requires an uninterrupted electricity supply. The Customer warrants that it shall inform such occupants that their information will be shared with the Supplier as necessary. The Customer warrants that it shall give any vulnerable occupants sufficient advance notice of the Supplier’s intention to isolate the supply to allow them to arrange additional support if needed. The Customer also agrees to provide adequate support to any vulnerable occupants while the Supplier carries out such works.

3.7 The Customer agrees to inform the Supplier in advance of any potential issues that may prevent the Supplier from completing the Services on the scheduled day, such as access problems affecting the property. If the electrical arrangements or something else (including but not limited to the existence of hazardous chemicals, pest infestations, verbal or physical abuse or harassment of the Supplier’s installers) at the property means it’s unsafe to install the EV Charger(s), the Supplier will not complete the installation until the Customer has resolved the issue to the Supplier’s reasonable satisfaction. 

 

4. EV Charger 

4.1 In consideration of the Fees being paid in accordance with the Contract, the Supplier shall provide the EV Charger to the Customer as part of the Services. 

4.2 The Supplier reserves the right to amend the specification for the EV Charger if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.

4.3 The risk in the EV Charger shall pass to the Customer on completion of the Installation. 

4.4 Title to the EV Charger shall not pass to the Customer until: (a) the Supplier receives payment in full (in cash or cleared funds) for all EV Chargers and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the EV Charger shall pass at the time of payment of all such outstanding sums.

4.5 The Customer agrees that prior to full payment of the EV Chargers being made to the Supplier in cleared funds, the Supplier retains legal ownership of the EV Chargers and the Supplier reserves the right to access the Customer’s property to recover the EV Chargers should the Customer fail to pay any sums due under the Contract. Where the Supplier needs to access the Customer’s property to recover an EV Charger, the Customer agrees to co-operate with the Supplier’s reasonable requests to enable the Supplier to remove the EV Charger.  

4.6 The Supplier may deliver the EV Charger to the Customer before installation in which case the Customer shall be responsible for the safe storage of the EV Charger until the Supplier Installs the EV Charger.

 

5 Customer Obligations

5.1 The Customer shall: 

5.1.1 provide the Supplier with access to any and all relevant information, materials, properties, equipment and other matters which are required to enable the Supplier to provide the Services;

5.1.2 acquire any permissions, consents, licences or other matters which are required to enable the Supplier to provide the Services;

5.1.3 where required, provide safe and unobstructed access to and availability of and use of the Customer’s premises and any other facilities or resources that is or are agreed upon by the parties or as otherwise reasonably required from time to time by the Supplier to enable it to provide the Services;

5.1.4 provide the Supplier with advanced written notice of all health and safety rules and regulations and other security requirements necessary to enable the Supplier to provide the Services;

5.1.5 promptly provide any decision, approval, consent, authorisation, or any other communication reasonably required by the Supplier in order to enable it to continue with the provision of the Services (or any part thereof); 

5.1.6 ensure that any information it provides to the Supplier is complete and accurate;

5.1.7 co-operate with the Supplier in all matters relating to the Services; 

5.1.8 comply with all applicable laws, including health and safety laws; and 

5.1.9 notify the Supplier in writing immediately upon the occurrence of a change of ownership of the Customer. 

5.2 The Supplier shall not be liable for any delay or failure to provide the Services where such delay or failure is due to the Customer’s failure to comply with the provisions of these Terms.

5.3 The Customer is responsible for using the EV Charger in accordance with the Contract and shall: 

5.3.1 follow the manufacturer’s written instructions; 

5.3.2 follow any oral or written instructions provided to it by the Supplier; 

5.3.3 not misuse, neglect, tamper with or damage the EV Charger (including by disassembling it);

5.3.4 not attempt to, and not allowing any third party to carry out any repairs, replacement, modifications or alterations to the EV Charger in any way; and 

5.3.5 ensure the space surrounding the EV Charger is suitable and safe for use, as instructed by the Supplier.

5.4 If the Customer fails to comply with the provisions of Clause 5.3, then any warranty provided with the EV Charger will be invalidated. 

 

6. Surveys 

6.1 The Customer acknowledges that the Supplier’s obligation to carry out the Services is subject to the findings of a survey, whether desktop, virtual or onsite. The Customer agrees to co-operate with the Supplier’s reasonable instructions in respect of any surveys, including allowing the Supplier to access the Customer’s premises to carry out surveys and/or other assessments.

6.2 The Supplier may at its discretion, cancel any supply or installation date it has given to the Customer and/or terminate the Contract based on the findings of the survey. The Supplier will notify the Customer if this is the case and the Supplier will not be liable to the Customer in any way if the Supplier terminates the Contract for these reasons.

6.3 The parties agree that the cost of any surveys will be borne in the following ways: 

6.3.1 if the survey reveals that the Supplier cannot complete the Installation, the Customer will not be charged for the survey; 

6.3.2 if the Supplier gives the Customer a revised quotation as a result of the findings of a survey which includes necessary works and the Customer chooses not to proceed, the Customer will bear the cost of the survey; and

6.3.3 if the Installation goes ahead following a survey, the cost of the survey shall be deducted from the total cost of the completed installation.

 

7. Fees and Deposit

7.1 The Fees for the Services are set out in the Quote. The Customer shall pay the Fees to the Supplier, in consideration of the provision of the Services.

7.2 The Fees exclude the following which shall be payable by the Customer monthly in arrears, following submission of an appropriate invoice by the Supplier:

7.2.1 the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services; and

7.2.2 the cost to the Supplier of any materials or services procured by the Supplier from third parties for the provision of the Services as such items and their cost are approved by the Customer in advance from time to time.

7.3 The Customer shall pay the Supplier for any additional services provided by the Supplier that are not specified in the Quote in accordance with the Supplier’s then current, applicable price list in effect at the time of performance or such other price as may be agreed between the Supplier and the Customer. The Customer acknowledges that other electrical services may be required to fulfil the Installation that are discovered on the day of the Installation such as earth bonding or similar services. The provisions of Clause 7.2 and this Clause 7.3 shall also apply to such additional services.

7.4 All Fees payable to the Supplier under the Contract:

7.4.1 are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority; and

7.4.2 shall be paid in full without any set-off, counterclaim, deduction or withholding in any circumstances whatsoever (other than any deduction or withholding of tax as required by law).

7.5 The Supplier may increase the Fees (including the price of the EV Charger), by giving notice to the Customer at any time before the installation date, to reflect any increase in the cost of the goods and/or services to the Supplier that is due to:

7.5.1 any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

7.5.2 any request by the Customer to change the delivery date(s), quantities or types of EV Charger ordered; 

7.5.3 any delay caused by any instructions of the Customer in respect of the EV Charger and/or Services or failure of the Customer to give the Supplier adequate or accurate information or instructions; or

7.5.4 any changes that are required as a result of the surveys. 

7.6 The Customer may be required to pay a deposit (“Deposit”) at the time of accepting the Quote or such later date as the Supplier directs, which shall be detailed in the Quote. If the Customer does not pay the Deposit to the Supplier in accordance with the Contract, the Supplier shall have the right to withhold provision of the Services until the Deposit is received or may terminate the Contract in accordance with Clause 10.1.1.

 

8. Payment

8.1 Following the Customer’s acceptance of the Quote, the Supplier shall invoice the Customer for the Fees:

8.1.1 in respect of the EV Charger, upon completion of the Installation of the EV Charger or on the invoice dates set out in the Quote; and 

8.1.2 in respect of the Services, upon completion of the Services or on the invoice dates set out in the Quote.

8.2 The Customer shall pay the Fees due within fourteen (14) days of the date of the Supplier’s invoice.

8.3 Time for payment shall be of the essence of the Contract between the Supplier and the Customer.

8.4 If the Customer fails to make payment within the period in Clause 8.2: 

8.4.1 the Supplier shall charge the Customer interest at the rate of 4% per annum above the base rate of the Bank of England from time to time, or at 4% per annum for any period during which that base rate is below 0%, on the amount outstanding from the due date for payment until payment is received in full; and 

8.4.2 the Supplier shall have the right to suspend any further provision of the Services and to cancel any future services which may have been ordered by, or otherwise arranged with, the Customer.

8.5 All payments shall be made in GBP in cleared funds to a bank account nominated in writing by the Supplier.

8.6 The Fees shall be paid in full without any set-off, counterclaim, deduction or withholding in any circumstances whatsoever (other than any deduction or withholding of tax as required by law).

 

9. Quote, Contract and Variation

9.1 The Quote constitutes written acceptance and confirmation by the Supplier of the Customer’s order for the Services (as agreed between the Supplier and the Customer), and such Quote is a contractual offer to provide the Services. By accepting the Quote, the Customer agrees to enter into a contract with the Supplier on the terms set out in the Quote, the Terms and any Special Terms at which point a contract between the Supplier and the Customer will come into existence. 

9.2 Following acceptance of a Quote, the Supplier agrees to provide the Services set out in the Quote on the basis of these Terms.

9.3The Quote is valid for a period of 45 days only from the date shown on the Quote unless expressly withdrawn by the Supplier at an earlier time.

9.4 Either the Supplier or the Customer may cancel the order for any reason prior to the Customer’s acceptance (or rejection) of the Quote.

9.5 If the Customer wishes to vary any details of the Services it must notify the Supplier in writing as soon as possible. The Supplier shall endeavour to make any required changes and additional costs shall be invoiced to the Customer.

9.6 If, due to circumstances beyond its control, the Supplier has to make any change in the Services or the arrangements relating to the provision thereof, it shall notify the Customer as soon as reasonably practicable. The Supplier shall endeavour to keep any such changes to a minimum and shall seek to offer the Customer arrangements as close to the original as is reasonably possible in the circumstances.

 

10. Termination

10.1 Without prejudice to any other right or remedy available to it, the Supplier may terminate the Contract immediately by giving written notice to the Customer if:

10.1.1 the Customer does not pay any sum due under the Contract when it is due to be paid and such sum remains outstanding for fourteen (14) days after receiving written notification from the Supplier notifying it that such sum is due;

10.1.2 the Customer commits a material breach of its obligations under the Contract; 

10.1.3 the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the Contract is in jeopardy; or 

10.1.4 there is a change of control of the Customer. 

10.2 Either party may terminate the provision of the Services immediately if:

10.2.1 the other party is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;

10.2.2 the other party enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or

10.2.3 the other party convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the other party, notice of intention to appoint an administrator is given by the other party or any of its directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the other party, or any proceedings are commenced relating to the insolvency or possible insolvency of the other party.

10.3 Termination or expiry of the Contract shall not affect any of the 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.

 

11. Consequences of Termination 

11.1 On termination of the provision of the Contract for whatever reason:

11.1.1 any sum owing by either party to the other party under any of the provisions of the Contract shall become immediately due and payable;

11.1.2 the Customer shall return all of the Supplier’s materials, EV Charger and other equipment which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract;

11.1.3 the following clauses shall remain in full force and effect: Clause 11 (Consequences of Termination), Clause 12 (Intellectual property rights), Clause 14 (Liability and Indemnity), Clause 15 (Confidentiality), Clause 20 (No Waiver), Clause 21 (Severance), and Clause 26 (Law and Jurisdiction); and

11.1.4 termination shall not affect or prejudice any right to damages or any other remedy which the terminating party may have in respect to the event giving rise to the termination or any other right to damages or any other remedy which either party may have in respect of any breach of the Contract which existed at or before the date of termination or expiry.

 

12. Intellectual Property

12.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any Customer Materials) shall be owned by the Supplier. The Supplier reserves the right to take such action as may be appropriate to restrain or prevent the infringement of such Intellectual Property Rights.

12.2 The Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials.

12.3 The Customer acknowledges that the EV Charger manufacturer owns and will continue to own the associated software, firmware and all Intellectual Property Rights associated with the software and firmware in the EV Charger.

12.4 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify the Customer Materials for the term of the Contract for the purpose of providing the Services to the Customer.

12.5 The Customer:

12.5.1 warrants that the receipt and use of any Customer Materials in the performance of the Services by the Supplier, its agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party; and

12.5.2 shall indemnify the Supplier in full 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 reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any claim brought against the Supplier, 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 the Services of the Customer Materials.

12.6 The Supplier warrants that the receipt and use of the Services by the Customer shall not infringe the Intellectual Property Rights of any third party.

 

13. Data Protection 

13.1 Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and the General Data Protection Regulation ((EU) 2016/679) as retained in UK law. This clause is in addition to, and does not reduce, remove or replace, a party’s obligations arising from such requirements.

13.2 The Customer agrees that the Supplier shall share details of the Customer with the relevant manufacturer to complete installation of the EV Charger.

13.3 The Customer acknowledges that EV Charger will automatically share data that is essential to their operation with the manufacturers. The software controls the EV Charger by sending and receiving instructions about when to charge the vehicle battery. It receives information such as when the Customer plugs in and unplugs its vehicle, details of its chosen charging schedule and how long it car takes to charge. From time to time, the EV Charger manufacturer may update the software and/or firmware running on the EV Charger. These updates may be necessary to: ensure that the EV Charger functions correctly, fix any issues that may arise, improve the way the EV Charger works, add/remove data points that are reported by the device, add/remove further functionality, bug fixes or for other reasons. 

13.4 The Supplier will only use the Customer’s personal information as set out in the Supplier’s Privacy Notice available from https://www.chargedev.co.uk/privacy-policy.

13.5 Each EV Charger has a different commissioning process that will require the Supplier to share information with third parties. This is detailed in the Supplier’s https://www.chargedev.co.uk/privacy-policy and only relates to information essential to the completion of the EV Charger installation. Please also see any privacy notice in the EV Charger manual, and the Government’s personal information charter which applies to data processing for grant funding purposes.

 

14. Liability and Indemnity

14.1 The Supplier will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the Contract, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Supplier’s employees, agents or otherwise) in connection with its provision of the Services or the performance of any of its other obligations under the Contract or the Quote or with the use by the Customer of the EV Charger and Services supplied.

14.2 The Supplier shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations if such delay or failure is due to any cause beyond the Supplier’s reasonable control.

14.3 The Customer shall indemnify the Supplier against all damages, costs, claims and expenses suffered by the Supplier arising from any loss or damage to an EV Charger and any other equipment (including that belonging to third parties) caused by the Customer or its sub-contractors, agents or employees.

14.4 Subject to Clause 14.5, the aggregate liability of the Supplier to the Customer under or in relation to the Contract for any and all related or unrelated acts or omissions, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the lesser of: a) 100% of the Fees paid to the Supplier in the relevant year giving rise to the claim; and b) ten thousand pounds (£10,000) in the aggregate.

14.5 Nothing in the Contract shall limit or exclude either party’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

14.6 All conditions, warranties and representations expressed or implied by statute, common law or otherwise in relation to the Services are excluded to the fullest extent permitted by law.

14.7 The Supplier will not under any circumstances, be responsible to the Customer for:

14.7.1 the cost of repairing any pre-existing faults or damage to the Customer’s property or electricity supply;

14.7.2 any loss or damage to the Customer’s property (including any employee’s residence and/or electric vehicle) as a result of the installation or use of the EV Charger and its associated software and app; 

14.7.3 any costs, loss or damage that the Customer does to its property or electrical vehicle or suffered by the Customer which is caused by the incorrect installation of the EV Charger by a third party;

14.7.4 any loss because the Customer has provided inaccurate or misleading information;

14.7.5 any damage because the EV Charger is not used in line with the manufacturer’s instructions and/or the Supplier’s instructions; 

14.7.6 any problems arising from the Customer’s or anyone else’s smartphone, computer, internet browser, internet connection, GPRS bandwidth connectivity issues or use of an app;

14.7.7 any financial loss or damage, such as losing profit, income, business, contracts or goodwill;

14.7.8 delays due to weather or other circumstances beyond our control (where such delays occur, the Supplier will complete the work as soon as reasonably possible);

14.7.9 any alternative charging arrangements carried out by the Customer (as detailed below); and

14.7.10 any loss which both parties would not have reasonably expected when entering into the Contract.

14.8 Each individual item listed in Clause 14.7 above applies separately. 

14.9 The Supplier shall not be responsible for any losses or expenses incurred by the Customer for any alternative charging arrangements where the Customer is unable to use the EV Charger for any reason. It is the Customer’s responsibility to notify the Supplier immediately of any issues the Customer is having with the EV Charger and the Supplier will use reasonable endeavours to correct such issues as soon as possible in accordance with the Contract and any warranty terms agreed between the parties. Any such expenses incurred by the Customer, whether or not the EV Charger is faulty, will not be recoverable under the Contract and nor will compensation be due (including but not limited to covering the costs of public charging, or compensating the Customer for time to be available for a service visit).

14.10 The Supplier is not responsible if the installation of the EV Charger, including switching off or switching on the power to any property, causes unforeseen damage to other electrical appliances (such as TVs or computers) at the Customer’s property. This rarely happens, but from time to time old or sensitive appliances can be affected by a power cut or as a result of inadequate wiring at the property. 

 

15. Confidentiality

15.1 Each party undertakes it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by Clause 15.2.

15.2 Each party may disclose the other party’s confidential information:

15.2.1 to its employees, officers, representatives, advisers, or members of the Customer’s Group or the Supplier’s Group who have a need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this Clause 15; and 

15.2.2 as may be required by any applicable laws, a court of competent jurisdiction or any government or regulatory authority.

15.3 The Customer shall not make any announcement or publicity statement relating to any company in the Supplier’s Group, the Contract or the Services, or the relationship between the parties, without the prior written approval of the Supplier, except as required by law or by any legal or regulatory authority. 

15.4 For the purposes of this Clause 15, Group shall mean in relation to any person, a subsidiary of that person or a holding company of that person or any other subsidiary of that holding company;

 

16. Insurance 

During the term of the Contract the Supplier shall maintain in force appropriate insurance policies with reputable insurance companies, against the risks that would normally be insured against by a prudent businessperson in connection with the Services.

 

17. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.

 

18. Sub-Contracting and Assignment

18.1 The Supplier 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.

18.2 The Supplier shall be free to sub-contract the provision of the Services (or any part thereof). Where the Supplier sub-contracts the provision of the Services or any part thereof it shall ensure that any and all sub-contractors are reasonably skilled in the relevant practices.

18.3 The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the Supplier’s prior written consent. 

 

19. Notices

19.1 All notices under the Contract shall be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

19.2 Notices shall be deemed to have been duly given:

19.2.1 if delivered by hand, at the time the notice is left at the proper address;

19.2.2 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

19.2.3 if sent by email, at the time of transmission, or, if this time falls outside normal business hours in the place of receipt, when normal business hours resume.

19.3 All notices under the Contract shall be addressed to the most recent address, email address or fax number notified to the other party.

 

20. No Waiver

20.1 No waiver by the Supplier of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

20.2 No failure or delay on the part of either the Supplier or the Customer to exercise any right, power or privilege under the Contract shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude, any other or further exercise of any other right, power or privilege.

 

21. Severance

In the event that one or more of these Terms is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms (which shall remain valid and enforceable).

 

22. No partnership or Agency

Nothing in the Contract 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, or authorise either party to make or enter into any commitments for or on behalf of the other party.

 

23. Entire Agreement

23.1 The Contract constitutes the entire agreement between the parties.

23.2 Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in the Contract.

 

24. Third Party Rights

No part of these Terms is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms.

 

25. Variation

Except as set out in these Terms, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

 

26. Law and Jurisdiction

26.1 These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

26.2 Any dispute, controversy, proceedings or claim between the Supplier and the Customer relating to these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.