1. INTERPRETATION
1.1 In these Conditions:
“Client” means the person, firm or company who accepts a Quotation of the Company for the provision of the Services or whose Order for the Services is accepted by the Company.
“Company” means Delta Fire Engineering Ltd and its subsidiaries (registered in England and Wales under Company number 14129184).
“Company Materials” has the meaning set out in clause 4.1.6.
“Conditions” means the standard terms and conditions of business set out in this Contract and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Client and the Company.
“Contract” means the contract for the provision of the services comprising the Quotation and these Conditions.
“Data Protection Legislation”: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).
“Deliverables” means data, drawings, plans, reports, documents, test results and other information prepared by the Company in relation to the Services, including any deliverables set out in the Specification.
“Domestic Law”: the law of the United Kingdom or a part of the United Kingdom.
“Quotation” means the Company’s quotation (whether written or oral) which shall be subject to the Conditions save to the extent of any inconsistencies which will be resolved in favour of the terms of the Quotation.
“Sample” means any material, item, product or compound supplied by the Client to the Company in order that it can fulfil its obligations under the Contract.
“Intellectual Property Rights” means, patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Confidential Information” means all information which a party may have or acquired before or after the date of the Contract which relates to a party’s business, products, developments, trade secrets, know-how or other matters connected with the Services and information concerning a party’s relationships with actual or potential clients, customers or suppliers and all other information designated as confidential or which ought reasonably to be considered confidential.
“Losses” means all losses, liabilities, claims, costs, expenses, damages, actions, awards, penalties and/or fines, obligations and also includes all losses, liabilities, costs and expenses (including legal fees on a full indemnity basis) in relation to or resulting from any demands, claims or proceedings.
“Order” means the Client’s order for Services as set out in the Client’s written acceptance of the Company’s Quotation.
“Price” means the price stated in the Quotation, or otherwise agreed with the Client together with all other sums due pursuant to the Conditions.
“Specification” means the description or specification of the Services provided in writing by the Company to the Client.
“Services” means the provision of consultancy, assessment, testing, results, survey, training, inspection, advice, Deliverables as set out in the Specification and/or other services which the Company undertakes to perform or provide for the Client under the Contract.
“UK GDPR”: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
“Writing” includes letter, electronic mail, facsimile transmission and comparable means of communication.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. BASIS OF THE SALE
2.1 The Order constitutes an offer by the Client to purchase the Services subject to these Conditions.
2.2 The Order shall only be deemed to be accepted when the Company issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 The company warrant that in the performance of services and any additional services instructed, that we have exercised and will continue to exercise all reasonable skill and care to be expected for the services.
2.4 The Quotation and the Conditions, shall prevail over any terms or conditions contained or referred to in any correspondence, order, documentation submitted by the Client or elsewhere. Further, no condition, statement or representation contained in any advertisement, website or brochure or in any trade or promotional circular or other literature, nor the terms or conditions of any trade association or other body, or which would or might but for this sub-paragraph be implied or incorporated by custom or trade, usage, negotiations, course of dealing or otherwise shall be deemed to be incorporated in the Contract and all of the same are hereby expressly excluded from the Contract.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance or offer, invoice or other document or information issued by the company shall be subject to correction without any liability on the part of the company.
2.6 Any samples, drawings, descriptive matter or advertising issued by the Company, and any descriptions or illustrations contained in the Company’s literature, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract.
2.7 If any aspect or element of the Services is, or is likely to be, the subject of or relevant to legal proceedings, this fact must be notified to the Company by the Client in writing when requesting a Quotation. If that fact is not disclosed to the Company at that stage, the Company may not, in its absolute discretion, be prepared to provide expert testimony.
2.8 Any Quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 days after the date of its issue.
3. SUPPLY OF SERVICES
3.1 The Company shall supply the Services to the Client in accordance with the Specification in all material respects.
3.2 The Company shall use all reasonable endeavours to meet any performance dates specified in the Quotation or Specification but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 The Company reserves the right to amend the Specification 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 Company shall notify the Client in any such event.
3.4 The Company warrants to the Client that the Services will be provided using reasonable care and skill.
4. OBLIGATIONS OF CLIENT
4.1 The Client shall:
4.1.1 ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
4.1.2 co-operate with the Company in all matters relating to the Services;
4.1.3 provide the Company with such information and materials as the Company may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
4.1.4 prepare the Client's premises for the supply of the Services;
4.1.5 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
4.1.6 keep all materials, equipment, documents and other property of the Company (Company Materials) at the Client's premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company's written instructions or authorisation; and
4.1.7 provide with each Sample (if applicable) a unique purchase order or unique reference or unique authorisation with sufficient detail to allow the Company to identify each Sample and relate it to a specific quotation and service and the Company shall be entitled in good faith to rely upon such purchase order or reference provided to carry out the Service;
4.1.8 be bound to inform the Company in writing prior to the Company carrying out any Service on a Sample that is of a dangerous or unstable nature and provide instruction on the safe handling of the Sample. For example, a dangerous or unstable Sample will include, but is not limited to, radioactive materials, biologically active or hazardous substances, reducing or oxidising agents, volatile organic compounds, materials considered to be toxic, harmful, corrosive, irritant, explosive, flammable, carcinogenic or reproductive hazards or materials that are dangerous to the environment;
4.1.9 indemnify the Company from and against all Losses suffered by the Company, including, without prejudice to the generality of the foregoing, all damage to the Company’s property and all claims in respect of injury to or deaths of any of the Company’s employees, subcontractors or agents or of any third party, directly or indirectly arising from or in connection with the failure of the Client to inform the Company of the dangerous or unstable nature of a Sample and/ or to provide adequate instruction on the safe handling of the Sample. Where the Client informs the Company that a Sample is of a dangerous or unstable nature, the Company may, in its absolute discretion, elect not to carry out the Service and to terminate the Contract with immediate effect and shall gave no liability for its termination of the Contract; and
4.1.10 comply with any additional obligations as set out in the Specification or as communicated by the Company to the Client in writing from time to time.
4.2 If the Company's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
4.2.1 without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company's performance of any of its obligations;
4.2.2 the Company shall not be liable for any costs or Losses sustained or incurred by the Client arising directly or indirectly from the Company's failure or delay to perform any of its obligations as set out in this clause 4.2; and
4.2.3 the Client shall reimburse the Client on written demand for any costs or Losses sustained or incurred by the Company arising directly or indirectly from the Client Default.
5. TERMS OF PAYMENT
5.1 The Price for the Services shall be as set out in the Order and/or Specification, and shall be the full and excusive remuneration of the Company in respect of the performance of the Services. Unless otherwise agreed in writing by the Client, the Price shall include every cost and expense of the Company directly or indirectly incurred in connection with the performance of the Services. However, where services required by the Client fall outside of the scope as set out in the Specification, the Client shall be entitled to issue a new Quotation for those services.
5.2 Subject to any special terms agreed in writing between the Client and the Company, for example interim or stage payments, the Company shall be entitled to invoice the Client for the Price of the Services under the Contract at any time after commencement of the same.
5.3 The Company shall also be entitled to invoice the Client for any part of the Price on account and during the Services where deemed necessary.
5.4 The Client shall pay the Price of the services inclusive of VAT where applicable (but without any other deduction) within 30 days of the date of the Company’s invoice in the currency defined in the Quotation in full and cleared funds to a bank account nominated in writing by the Company. Receipts for payment will be issued only upon request.
5.5 Time for payment is of the essence to the Contract.
5.6 The Company reserves the right to increase the Price on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.
5.7 The Client agrees to pay and the Company shall be entitled to charge for any expenses reasonably incurred by the individuals whom the Company engages in connection with the Services including travel expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Company for the performance of the Services, and for the cost of any materials, unless the Quotation confirms that these expenses are included in the Price.
5.8 If the Client fails to make a payment due to the Company under the Contract by the due date, then, without limiting the Company's remedies under clause 11, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.8 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%.
5.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
5.10 The Company reserves the right by giving notice to the Client at any time before commencement of or during the Services, to increase the Price of the Services to reflect any increase in the cost to the Company which is due to any delay caused by any instructions of the Client or failure of the Client to give the Company adequate information or instructions.
6. FORCE MAJEURE
6.1 The Company shall not be in breach of the Contract nor liable for any delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
7. ACCURACY
7.1 Any services provided by the company comprising but not limited to advice, data, results and conclusions are based on information supplied by the client and evidence known at the time to the company. The client shall supply all necessary information, data, drawings and items necessary to the timescale required by the company and shall arrange, at the client’s expense and risk, for the conveyance of all Samples.
7.2 All output material provided, conclusions reached, or recommendations made by the company rely on scientific and engineering concepts, disciplines and procedures used or adopted by the company and the company does not warrant that the same will necessarily be achieved by other parties, or that such conclusions or recommendations will necessarily be valid in circumstances other than those of which the company has direct experience. Any services provided are believed to be accurate and reliable subject to the limitations of normal experimental uncertainties.
7.3 The company is not obliged after the carrying out of any services to inform the client of any subsequent changes to industry procedures, policies and/or Statutory Requirements which may come into force from time to time.
7.4 If any changes to industry procedures, policies and/or Statutory Requirements are introduced after services have been provided to the client the company will not be liable for these changes or any effect they have on the previous services provided to the client.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 All Intellectual Property Rights in or arising out of or in connection with the Services or the Deliverables (other than Intellectual Property Rights in any materials provided by the Client) shall, unless otherwise agreed in writing between the Client and the Company, belong to the Company.
8.2 The Company grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding materials provided by the Client) for the purpose of receiving and using the Services and the Deliverables in its business.
8.3 The Deliverables are prepared exclusively for the Client for the purposes of the Contract and may not be used by any third party without the written consent of the Company. The Company is not liable for any Deliverables so used and the Client shall indemnify the Company against all liability and loss, damages and expenses of any kind whatsoever awarded against or incurred by the Company in connection with any claims by third parties in connection with such use of the Deliverables.
8.4 The Client shall not by any act or omission do or authorise any third party to do anything which would or might invalidate or be inconsistent with any Intellectual Property Rights of the Company in the Deliverables.
8.5 The Client shall not sub-licence, assign or otherwise transfer the rights granted in clause 8.2.
8.6 The Client shall promptly notify the Company in writing of any actual or suspected infringement of the Company’s Intellectual Property Rights in the Deliverables which comes to the Client’s notice.
8.7 While the Company is not aware, to the best of its knowledge, that any Deliverables is in infringement of any Intellectual Property Rights of any third party, it does not give any particular warranty in this respect.
8.8 The Client grants the Company a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to the Company for the term of the Contract for the purpose of providing the Services to the Client.
9. DATA PROTECTION
9.1 In this clause 9, “Controller”, “Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “processing” and “appropriate technical and organisational measures” shall have the meanings as defined in the Data Protection Legislation.
9.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 9 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
9.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the Controller and the Company is the Processor.
9.4 Without prejudice to the generality of clause 9.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Company for the duration and purposes of this agreement.
9.5 Without prejudice to the generality of clause 9.1, the Company shall, in relation to any Personal Data processed in connection with the performance by the Company of its obligations under this agreement:
9.5.1 process that Personal Data only on the documented written instructions of the Client unless the Company is required by Domestic Law to otherwise process that Personal Data. Where the Company is relying on Domestic Law as the basis for processing Personal Data, the Company shall promptly notify the Client of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits the Company from so notifying the Client;
9.5.2 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
9.5.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
9.5.4 not transfer any Personal Data outside of the UK unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:
9.5.4.1 the Client or the Company has provided appropriate safeguards in relation to the transfer;
9.5.4.2 the data subject has enforceable rights and effective legal remedies;
9.5.4.3 the Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
9.5.4.4 the Company complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data;
9.5.5 assist the Client, at the Client’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
9.5.6 notify the Client without undue delay on becoming aware of a Personal Data Breach;
9.5.7 at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the agreement unless required by Domestic Law to store the Personal Data; and
9.5.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 9.
9.6 The Client consents to the Company appointing third-party processors of Personal Data under this agreement. The Company confirms that it has entered or (as the case may be) will enter with a third-party processor into a written agreement substantially on that third party's standard terms of business and in either case which the Company confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Client and the Company, and subject to clause 10, the Company shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 9.10.
10. LIMITATION OF LIABILITY
10.1 References to liability in this clause 10 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.2 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
10.3 Nothing in this clause 10 shall limit the Client’s payment obligations under the Contract.
10.4 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
10.4.1 death or personal injury caused by negligence;
10.4.2 fraud or fraudulent misrepresentation; and
10.4.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
10.5 Subject to clause 10.2 and clause 10.4, the Company’s total liability to the Client, including for loss arising from the Company’s failure to comply with its data processing obligations under clause 9, shall not exceed 125% of the Price paid by the Client to the Company in the Contract Year in which the breaches occurred.
10.6 Subject to clause 10.2, clause 10.3 and clause 10.4, this clause 10.6 sets out the types of loss that are wholly excluded:
10.6.1 loss of profits.
10.6.2 loss of sale or business.
10.6.3 loss of agreements or contracts.
10.6.4 loss of anticipated savings.
10.6.5 loss of use or corruption of software, data or information.
10.6.6 loss of or damage to goodwill; and
10.6.7 indirect or consequential loss.
10.7 The Company has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent
10.8 Unless the Client notifies the Company that it intends to make a claim in respect of an event within the notice period, the Company shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of its having grounds to make a claim in respect of the event and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
10.9 The services are provided to and for the benefit of the Client exclusively and all collateral warranties are hereby excluded.
11. TERMINATION
11.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 1 months’ written notice.
11.2 Without affecting any other right or remedy available to it, the Company may terminate the Contract with immediate effect by giving written notice to the Client if:
11.2.1 the Client commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of the Client being notified in writing by the Company to do so;
11.2.2 the Client fails to pay any amount due under the Contract on the due date for payment;
11.2.3 the client is, or for statutory purposes is deemed to be, or appears to be unable to pay its debts as they become due, or the value of its assets is less than the amount of its liabilities (including contingent and prospective liabilities) or the client otherwise becomes insolvent or suspends payment or threatens to do so or ceases to trade;
11.2.4 the Client takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
11.2.5 the Client suspends, or threatens to suspend, or ceases, or threatens to cease, to carry on all or a substantial part of its business;
11.2.6 the Client’s financial position deteriorates to such an extent that in the Company’s opinion the Client’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
11.2.7 there is a change of control of the Client.
11.3 Without affecting any other right or remedy available to it, the Company may suspend the supply of Services under the Contract or any other contract between the Company and the Client if:
11.3.1 the Client fails to pay any amount due under the Contract on the due date for payment;
11.3.2 the Client becomes subject to any of the events listed in clause 11.2.5 or clause 11.2.6, or the Company reasonably believes that the Client is about to become subject to any of them; and
11.3.3 the Company reasonably believes that the Client is about to become subject to any of the events listed in clause 11.2.4.
12. CONSEQUENCES OF TERMINATION
12.1 On termination or expiry of the Contract:
12.1.1 the Client shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Client immediately on receipt;
12.2.1 the Client shall return all of the Company Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then the Company may enter the Client's premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
12.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
12.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
13. GENERAL
13.1 Assignment and other dealings.
13.1.1 The Company 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.
13.1.2 The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
13.2 Confidentiality.
13.2.1 Each party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.2.2.
13.2.2 Each party may disclose the other party's Confidential Information:
13.2.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's Confidential Information comply with this clause 13.2; and
13.2.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.2.3 Neither party shall use the other party's Confidential Information for any purpose other than to perform its obligations under the Contract.
13.3 Notices. Any notice required or permitted to be given by either party to the other under these Conditions shall be served by recorded delivery only addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
13.4 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
13.5 Severance. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder or the provision in question shall not be affected thereby.
13.6 Third Party Rights. The parties acknowledge that, except as specifically provided in this Contract it is not their intention that any third party shall be entitled to enforce any term of this Contract which may confer a benefit on that third party, whether any such entitlement would, but for this provision, arise under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
13.7 Entire Agreement.
13.7.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.7.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is 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.
13.8 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.9 Dispute Resolution. Any dispute or difference arising out of or in connection with this Contract may be referred, at the option of either party, to adjudication. The person who is to act as the adjudicator shall be agreed between the Client and the Company.
13.10 Governing Law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the laws of England and Wales.
13.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.